<PAGE>
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 5, 1996

                                                       REGISTRATION NO. 33-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

                           CTI GROUP (HOLDINGS) INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                  <C>
                     DELAWARE                                            51-0308583
          (State or other jurisdiction of                             (I.R.S. Employer
          incorporation or organization)                           Identification Number)
</TABLE>

                              901 S. TROOPER ROAD
                        VALLEY FORGE, PENNSYLVANIA 19484
                    (Address of principal executive offices)

                     STOCK OPTION AND RESTRICTED STOCK PLAN
                              (Full Title of Plan)

            ANTHONY P. JOHNS, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           CTI GROUP (HOLDINGS) INC.
                              901 S. TROOPER ROAD
                        VALLEY FORGE, PENNSYLVANIA 19484
                    (Name and address of agent for service)

                                 (610) 666-1700
         (Telephone number, including area code, of agent for service)

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

                                   COPIES TO:

                          STEPHEN T. BURDUMY, Esquire
                       WILLIAM W. MATTHEWS, III, Esquire
                  Klehr, Harrison, Harvey, Branzburg & Ellers
                               1401 Walnut Street
                        Philadelphia, Pennsylvania 19102
                                 (215) 568-6060

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

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                      PROPOSED MAXIMUM  PROPOSED MAXIMUM
       TITLE OF SECURITIES             AMOUNT TO       OFFERING PRICE      AGGREGATE         AMOUNT OF
         TO BE REGISTERED            BE REGISTERED     PER SHARE (1)     OFFERING PRICE   REGISTRATION FEE
<S>                                 <C>               <C>               <C>               <C>
Common Stock, par value $.01 per
 share............................   600,000 shares       $.30(1)         $180,000(1)          $62.07
</TABLE>

(1)  Based on the average of the bid  and asked price of the Registrant's Common
    Stock as reported on  the National Association  of Securities Dealers,  Inc.
    Over-The-Counter  Bulletin Board on March 1,  1996, estimated solely for the
    purpose of calculating the registration  fee in accordance with Rule  457(c)
    under the Securities Act of 1933.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
                                     PART I
                       INFORMATION REQUIRED IN PROSPECTUS

    A  Reoffer Prospectus prepared in accordance with the requirements of Part I
of Form S-3  is being filed  with the  Commission as part  of this  Registration
Statement.  The Section  10(a) Reoffer  Prospectus is  not being  filed with the
Commission as part of this Registration Statement.
<PAGE>
REOFFER PROSPECTUS

                           CTI GROUP (HOLDINGS) INC.

                              901 S. TROOPER ROAD
                        VALLEY FORGE, PENNSYLVANIA 19484
                                 (610) 666-1700

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

                         600,000 SHARES OF COMMON STOCK

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

    The  shares (the "Shares") of Common Stock, par value $.01 per share, of CTI
Group (Holdings) Inc.  (formerly Communications Group  Inc.) (together with  its
subsidiaries,  the "Company") which  are the subject  of this Reoffer Prospectus
and which may be sold from time to time are Shares which (i) have been  acquired
by  certain  employees, employee  directors  and non-employee  directors  of the
Company or (ii) may  be acquired from  time to time  by designated officers  and
other  employees of the Company, members of the Company's Board of Directors and
independent contractors and  consultants who  perform services  for the  Company
pursuant  to the Company's Stock Option  and Restricted Stock Plan (the "Selling
Stockholders"). See "Selling Stockholders".

    It is anticipated that the Shares may be offered for sale by one or more  of
the  Selling Stockholders, in their discretion, on a delayed or continuous basis
from time to time in transactions in the open market at prices prevailing at the
time  of  sale  on  the   National  Association  of  Securities  Dealers,   Inc.
Over-The-Counter   Bulletin  Board  under  the  symbol  "CTIG,"  or  in  private
transactions at  negotiated  prices  or  otherwise.  Such  transactions  may  be
effected  directly by the Selling Stockholders, each acting as principal for his
own account. Alternatively, such transactions  may be effected through  brokers,
dealers   or  other  agents  designated  from   time  to  time  by  the  Selling
Stockholders, and such brokers, dealers or other agents may receive compensation
in the form of customary brokerage  commissions or concessions from the  Selling
Stockholders  or the purchasers of the Shares. The Selling Stockholders, brokers
who execute orders  on their  behalf and other  persons who  participate in  the
offering of the Shares on their behalf may be deemed to be "underwriters" within
the  meaning of  Section 2(11) of  the Securities  Act of 1933,  as amended (the
"Securities Act") and  a portion  of the proceeds  of sales  and commissions  or
concessions  therefore may be  deemed underwriting compensation  for purposes of
the Securities Act. The Company will not  receive any part of the proceeds  from
the sale of Shares by the Selling Stockholders.

    The  Company will pay  all costs and  expenses incurred by  it in connection
with the  registration of  the  Shares under  the  Securities Act.  The  Selling
Stockholders  will pay the costs associated  with any sales of Shares, including
any discounts, commissions and applicable transfer taxes.

    SEE "SPECIAL CONSIDERATIONS" BEGINNING ON PAGE 4 HEREIN FOR A DISCUSSION  OF
CERTAIN FACTORS TO BE CONSIDERED BY PURCHASERS OF THE SHARES.

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

     THESE  SECURITIES  HAVE  NOT  BEEN  APPROVED  OR  DISAPPROVED  BY THE
      SECURITIES AND EXCHANGE  COMMISSION NOR HAS  THE COMMISSION  PASSED
       UPON  THE ACCURACY OR ADEQUACY  OF THIS REOFFER PROSPECTUS. ANY
          REPRESENTATION TO  THE  CONTRARY IS  A  CRIMINAL  OFFENSE.

             THE DATE OF THIS REOFFER PROSPECTUS IS MARCH 5, 1996.
<PAGE>
    NO  PERSON  HAS BEEN  AUTHORIZED  TO GIVE  ANY  INFORMATION OR  TO  MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS REOFFER PROSPECTUS IN CONNECTION WITH  THE
OFFERING MADE BY THIS REOFFER PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION
OR  REPRESENTATIONS MUST  NOT BE  RELIED UPON AS  HAVING BEEN  AUTHORIZED BY THE
COMPANY OR THE SELLING STOCKHOLDERS. THIS REOFFER PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO BUY THE SECURITIES TO  WHICH THIS REOFFER PROSPECTUS RELATES IN  ANY
JURISDICTION  TO ANY PERSON  TO WHOM IT IS  NOT LAWFUL TO MAKE  SUCH AN OFFER OR
SOLICITATION IN SUCH JURISDICTION. NEITHER  DELIVERY OF THIS REOFFER  PROSPECTUS
NOR  ANY  SALE  MADE  HEREUNDER  SHALL,  UNDER  ANY  CIRCUMSTANCES,  CREATE  ANY
IMPLICATION THAT THERE HAS BEEN  NO CHANGE IN THE  AFFAIRS OF THE COMPANY  SINCE
THE DATE HEREOF OR SINCE THE DATE AS OF WHICH INFORMATION IS SET FORTH HEREIN.

                             AVAILABLE INFORMATION

    The  Company is subject to the  informational requirements of the Securities
Exchange Act  of  1934,  as  amended (the  "Exchange  Act")  and  in  accordance
therewith  files reports and other information  with the Securities and Exchange
Commission (the "Commission").  Such reports, proxy  and information  statements
and  other information can  be inspected and  copied at prescribed  rates at the
Public Reference Section of the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and  at the Commission's regional  offices located at  7
World  Trade Center,  New York,  New York 10048,  and Citicorp  Center, 500 West
Madison Street, Suite 1400,  Chicago, Illinois 60661-2511.  The Common Stock  of
the  Company is listed  on the National Association  of Securities Dealers, Inc.
Over-The-Counter Bulletin Board, and reports, proxy and information material and
other information concerning the Company may be inspected at the offices of  the
National  Association of Securities Dealers,  Inc., 1735 "K" Street, Washington,
DC 20006-1506.

    This Reoffer Prospectus constitutes  a part of  a registration statement  on
Form S-8 (the "Registration Statement") filed by the Company with the Commission
under  the Securities  Act with respect  to the securities  offered hereby. This
Reoffer Prospectus  does  not contain  all  the  information set  forth  in  the
Registration  Statement, certain parts  of which are  omitted in accordance with
the rules and  regulations of the  Commission. Reference is  hereby made to  the
Registration  Statement and to the exhibits thereto for further information with
respect to  the  Company  and  the securities  offered  hereby.  Copies  of  the
Registration  Statement and the exhibits  thereto are on file  at the offices of
the Commission and may be obtained upon payment of the prescribed fee or may  be
examined  without  charge  at the  Public  Reference Section  of  the Commission
described above.  Statements  contained  herein  concerning  the  provisions  of
documents  are necessarily  summaries of such  documents, and  each statement is
qualified in its entirety  by reference to the  copy of the applicable  document
filed with the Commission.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

    The  following  documents  filed  by the  Company  with  the  Commission are
incorporated herein by reference:

        (a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
    March 31, 1995;

        (b) The Company's Quarterly Report on Form 10-QSB for the quarter  ended
    June 30, 1995;

        (c)  The Company's Quarterly Report on Form 10-QSB for the quarter ended
    September 30, 1995;

        (d) The Company's Quarterly Report on Form 10-QSB for the quarter  ended
    December 31, 1995; and

                                       2
<PAGE>
        (e)  The  description of  the Company's  Common  Stock contained  in the
    Company's Registration Statement on Form 8-A, dated June 29, 1982, including
    all  amendments  and  reports  filed  for  the  purpose  of  updating   such
    description.

    All  documents filed pursuant  to Section 13(a),  13(c), 14 or  15(d) of the
Exchange Act subsequent to the date of this Reoffer Prospectus and prior to  the
completion or termination of this offering shall be deemed to be incorporated by
reference  in this  Reoffer Prospectus and  to be  part hereof from  the date of
filing of  such documents.  Any statement  contained  in a  document, all  or  a
portion  of  which is  incorporated or  deemed to  be incorporated  by reference
herein, shall  be deemed  to be  modified  or superseded  for purposes  of  this
Reoffer  Prospectus to the  extent that a  statement contained herein  or in any
other subsequently filed document, which also is or is deemed to be 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 Reoffer Prospectus.

    The  Company  will  provide without  charge  to each  person,  including any
beneficial owner, to whom this Reoffer Prospectus is delivered, upon written  or
oral  request, a  copy of any  or all  of such documents  which are incorporated
herein by reference (other than exhibits to such documents unless such  exhibits
are  specifically incorporated by reference into the documents that this Reoffer
Prospectus incorporates). Written or oral requests for copies should be directed
to Mary  Ann Davis,  Corporate  Secretary, CTI  Group  (Holdings) Inc.,  901  S.
Trooper Road, Valley Forge, Pennsylvania 19484, (610) 666-1700.

                                       3
<PAGE>
                                  THE COMPANY

    The  Company is  engaged in  the sale  of telephone  management software and
services. The telephone management software and services are designed to  assist
customers  in  the  management and  control  of their  business  telephone costs
through a variety of allocation, usage, network analysis and other reports.  The
Company  provides  these  services  on  a monthly  service  bureau  basis  or by
licensing software whereby customers may perform these functions on-site.

    The Company  also provides  telecommunications  billing services  to  shared
tenant  service  providers and  telephone  long distance  service  resellers who
provide centralized sale and service of telecommunication products and  networks
to  business customers. This service is available on both a service bureau basis
and on the Company's license software for in-house applications.

    The Company is a Delaware corporation, with its principal executive  offices
located  at  901 S.  Trooper  Road, Valley  Forge,  Pennsylvania 19484,  and its
telephone number is (610) 666-1700.

                             SPECIAL CONSIDERATIONS

    The securities offered hereby are speculative  in nature and involve a  high
degree  of risk. In addition to the  other information set forth in this Reoffer
Prospectus (including the  information set forth  in the documents  incorporated
herein  by reference), the  following factors should  be considered carefully by
prospective investors in evaluating an investment in the shares of Common  Stock
offered by this Reoffer Prospectus.

DEFICIENCY OF EARNINGS; NO DIVIDENDS

    For  the year ended  March 31, 1995,  the Company experienced  a net loss of
approximately $477,000. There  can be no  assurance that the  Company will  ever
operate  at  a profitable  level  on a  consistent  basis. Until  such  times as
sufficient cash  flow is  generated from  operations so  as to  offset  expenses
incurred  in connection therewith, the Company  will have to utilize its capital
resources or external sources of funding  to satisfy its working capital  needs.
In  addition, the  Company has not  declared or  paid any cash  dividends on its
Common Stock since its inception and does not anticipate paying any dividends on
its Common Stock in the foreseeable future.

COMPETITION; RAPID TECHNOLOGICAL CHANGES

    The  telephone   call  management   industry  is   highly  competitive   and
characterized  by rapid technological changes  and developments which may reduce
or eliminate the utility  of some of the  Company's products. While the  Company
believes  that the quality,  array and flexibility of  the products and services
which it  offers materially  differentiate  it from  the products  and  services
offered  by its competitors, the Company  still faces competition from telephone
operating companies  and  communications  and data  management  companies  which
possess  greater  capital  resources, more  extensive  research  and development
staffs, better established product  lines and greater  name recognition. In  the
event  the Company is  unable to produce  state-of-the-art products and services
and to market such  products and services to  the public at competitive  prices,
the Company's operations could be materially adversely affected.

INTELLECTUAL PROPERTY

    The  Company has not applied for patent or copyright protection with respect
to any of its software programs or other technology which it deems  proprietary.
The  Company believes that available  intellectual property protection would not
afford  the  Company  significant  protection  against  competitors   developing
non-infringing  software or other  technology. The Company  seeks to protect its
proprietary information by way of confidentiality and non-disclosure  agreements
with  employees and third  parties who may  have access to  such information and
through continued upgrading  and modification of  its proprietary products.  The
failure of the Company to adequately protect its proprietary products could have
a  material adverse effect  on the Company's operations.  In addition, while the
Company does  not believe  that  its technology  infringes on  the  intellectual
property rights of third parties, there can be no assurance that certain aspects
of the Company's technology will not be

                                       4
<PAGE>
challenged by others in the telecommunications industry or that the Company will
not  be required to license or otherwise acquire from third parties the right to
use certain technology. The failure to overcome such challenges or acquire  such
rights could have a material adverse effect on the Company's operations.

RISKS OF INTERNATIONAL BUSINESS

    The  Company  operates and  sells its  products and  services to  clients in
various countries. Accordingly, the Company is subject to the risks inherent  in
conducting  business across national boundaries,  including, but not limited to,
currency  exchange   rate   fluctuations,  international   incidents,   military
outbreaks,   economic  downturns,  government  instability,  nationalization  of
foreign assets, government protectionism and changes in governmental policy, any
of which risks  could have a  material adverse  effect on the  prospects of  the
Company.

DEPENDENCE ON KEY PERSONNEL

    The success of the Company will depend greatly upon the active participation
and  experience of its  management. The loss  of any of  the Company's executive
officers could  adversely  affect the  conduct  of the  Company's  business.  In
addition,  the future success of the  Company's operations will depend, in large
part, upon the ability  of the Company's personnel  to perfect and improve  upon
existing  and proposed products. The  loss of some or  all of such personnel, or
the inability of the Company to  attract additional personnel, or the  inability
of  such personnel to develop  efficient telecommunication systems, will inhibit
the Company's  ability  to  sell  its  products  and  services  and  to  operate
profitability.

NEED FOR ADDITIONAL FINANCING

    While  the  Company believes  its working  capital is  adequate to  fund its
operations  for  the  foreseeable  future,  the  Company  will  need  additional
financing  in order to fund expansion of  the Company's products and services as
well as to expand the number of markets in which such products and services  are
available. There can be no assurance that additional financing will be available
to  the Company on desirable  terms or at all in  order to fund such expansions.
The inability of the Company to obtain adequate financing could have a  material
adverse effect on the Company's prospects.

                                USE OF PROCEEDS

    The  Company will not  receive any proceeds  from the sale  of the Shares of
Common Stock offered hereby.  The Selling Stockholders will  receive all of  the
net proceeds from the sale of the Shares of Common Stock offered hereby.

                              SELLING STOCKHOLDERS

    The   following  persons  are  current  employees,  employee  directors  and
non-employee directors of the Company, each of whom is eligible to sell pursuant
to this Reoffer Prospectus the number of Shares set forth opposite their name in
the table below. In addition, certain designated officers,

                                       5
<PAGE>
employees, members of  the Board  of Directors and  independent contractors  and
consultants  may be granted  Shares pursuant to the  Stock Option and Restricted
Stock Plan  and, upon  such issuance,  may  sell such  Shares pursuant  to  this
Reoffer Prospectus.

<TABLE>
<CAPTION>
                                                     PRE-OFFERING                              POST-OFFERING
                                               ------------------------                   ------------------------
                                                  TOTAL                                      TOTAL
                                                NUMBER OF                                  NUMBER OF
                                                 SHARES                                     SHARES
                                               BENEFICIALLY PERCENTAGE       SHARES       BENEFICIALLY PERCENTAGE
SELLING STOCKHOLDERS                            OWNED(1)    OF CLASS(2)  OFFERED (1)(3)    OWNED (3)   OF CLASS(2)
---------------------------------------------  -----------  -----------  ---------------  -----------  -----------
<S>                                            <C>          <C>          <C>              <C>          <C>
Rupert D. Armitage...........................      400,000       7.39%         30,000         370,000       6.84%
Mark H. Daugherty............................       65,600       1.21%         50,000          15,600       *
Mary Ann Davis...............................       67,225       1.24%         30,000          37,225       *
Alvin B. Gentzler............................       40,500       *             30,000          10,500       *
Francis O. Hunnewell.........................      181,667       3.36%         30,000         151,667       2.80%
Anthony P. Johns (4).........................    1,768,302      32.55%         50,000       1,718,302      31.63%
Paul A. Johns................................      116,000       2.14%         30,000          86,000       1.59%
John D. Mazzuto..............................      196,667       3.63%         30,000         166,667       3.08%
Robert H. Nielsen............................       40,300       *             30,000          10,300       *
</TABLE>

------------------------
 *  Less than 1%

(1) Assumes  exercise of all options held as of March 5, 1996 to purchase Shares
    granted to the Selling Stockholders pursuant to the Plan.

(2) Percentages calculated in  accordance with Section  13(d) of the  Securities
    Exchange  Act of  1934, as  amended, and  the rules  promulgated thereunder,
    based on 5,381,756 shares of Common Stock outstanding as of March 5, 1996.

(3) Assumes offer and sale of all Shares eligible to be offered and sold  hereby
    by the Selling Stockholders.

(4) Includes  150,000  shares of  Common Stock  owned  by Asian  Oceanic Capital
    Corporation over which Mr. Johns holds voting power.

                              PLAN OF DISTRIBUTION

    The Common  Stock is  listed  for trading  on  the National  Association  of
Securities Dealers, Inc. Over-The-Counter Bulletin Board (the "Bulletin Board").
The  sale  of  the  shares  of  Common  Stock  offered  hereunder  is  not being
underwritten. The shares of Common Stock covered by this Reoffer Prospectus  may
be  offered  and sold  by  the Selling  Stockholders from  time  to time  on the
Bulletin Board through  broker-dealers selected by  the Selling Stockholders  at
market  prices  prevailing  at the  time  of  sale, in  private  transactions at
negotiated prices or otherwise. It is anticipated that such transactions will be
effected without payment  of any  underwriting commissions  or discounts,  other
than  brokers'  commissions or  fees customarily  paid  in connection  with such
transactions,  which  commissions  and  fees  will  be  borne  by  the   Selling
Stockholders.

    The Company has agreed to bear the costs of registering the shares of Common
Stock  offered hereby under the Securities Act,  but will not receive any of the
proceeds from the sale of the shares of Common Stock.

    There is no assurance that the Selling Stockholders will sell any or all  of
the shares of Common Stock offered hereby.

                                 LEGAL MATTERS

    The  legality of the shares  of Common Stock offered  hereby has been passed
upon  for  the  Company  by   Klehr,  Harrison,  Harvey,  Branzburg  &   Ellers,
Philadelphia, Pennsylvania.

                                       6
<PAGE>
                                    EXPERTS

    The  consolidated  financial  statements  of the  Company  appearing  in the
Company's Annual Report on Form  10-KSB for the year  ended March 31, 1995  have
been  audited by Zelenkofske, Axelrod &  Co., Ltd., independent auditors, as set
forth in  their  report thereon  included  therein and  incorporated  herein  by
reference.  Such consolidated  financial statements  are incorporated  herein by
reference in reliance upon such report given upon the authority of such firm  as
experts in accounting and auditing.

                                       7
<PAGE>
-------------------------------------------
                                     -------------------------------------------
-------------------------------------------
                                     -------------------------------------------

NO  DEALER,  SALESMAN  OR ANY  OTHER  PERSON  HAS BEEN  AUTHORIZED  TO  GIVE ANY
INFORMATION OR  TO  MAKE  ANY  REPRESENTATIONS NOT  CONTAINED  IN  THIS  REOFFER
PROSPECTUS  IN CONNECTION  WITH THE OFFERING  DESCRIBED HEREIN AND,  IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING  BEEN
AUTHORIZED  BY THE COMPANY OR THE  SELLING STOCKHOLDERS. THIS REOFFER PROSPECTUS
DOES NOT CONSTITUTE  AN OFFER TO  SELL OR A  SOLICITATION OF AN  OFFER TO BUY  A
SECURITY  OTHER THAN  THE SHARES  OF COMMON  STOCK OFFERED  HEREBY, NOR  DOES IT
CONSTITUTE AN OFFER  TO SELL OR  A SOLICITATION OF  AN OFFER TO  BUY ANY OF  THE
SECURITIES  OFFERED  HEREBY IN  ANY JURISDICTION  TO  ANY PERSON  TO WHOM  IT IS
UNLAWFUL TO MAKE SUCH  OFFER OR SOLICITATION IN  SUCH JURISDICTION. NEITHER  THE
DELIVERY OF THIS REOFFER PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES,  CREATE ANY IMPLICATION THAT  THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.

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

                               TABLE OF CONTENTS

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

<TABLE>
<CAPTION>
                                                    PAGE
                                                    -----
<S>                                              <C>
Available Information..........................           2
Incorporation of Certain Documents by
 Reference.....................................           2
The Company....................................           4
Special Considerations.........................           4
Use of Proceeds................................           5
Selling Stockholders...........................           5
Plan of Distribution...........................           6
Legal Matters..................................           6
Experts........................................           7
</TABLE>

                                 600,000 SHARES

                                   CTI GROUP
                                (HOLDINGS) INC.

                                  COMMON STOCK

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

                               REOFFER PROSPECTUS

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

                                 MARCH 5, 1996

-------------------------------------------
                                     -------------------------------------------
-------------------------------------------
                                     -------------------------------------------
<PAGE>
                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The  following  documents  filed  by the  Company  with  the  Securities and
Exchange Commission  pursuant  to  the  Securities Exchange  Act  of  1934  (the
"Exchange Act") are incorporated into this Registration Statement by reference:

    1.   The Company's  Annual Report on  Form 10-KSB for  the fiscal year ended
       March 31, 1995;

    2.  The Company's Quarterly Report on Form 10-QSB for the quarter ended June
       30, 1995;

    3.  The  Company's Quarterly  Report on Form  10-QSB for  the quarter  ended
       September 30, 1995;

    4.   The  Company's Quarterly  Report on Form  10-QSB for  the quarter ended
       December 31, 1995; and

    5.  The description of the Company's Common Stock contained in the Company's
       Registration Statement on Form  8-A, dated June  29, 1982, including  all
       amendments   and  reports  filed   for  the  purpose   of  updating  such
       description.

    All documents filed  pursuant to Section  13(a), 13(c), 14  or 15(d) of  the
Exchange  Act subsequent to the date of this Reoffer Prospectus and prior to the
completion or termination of this offering shall be deemed to be incorporated by
reference in this  Reoffer Prospectus and  to be  part hereof from  the date  of
filing  of  such documents.  Any statement  contained  in a  document, all  or a
portion of  which is  incorporated or  deemed to  be incorporated  by  reference
herein,  shall  be deemed  to be  modified  or superseded  for purposes  of this
Reoffer Prospectus to  the extent that  a statement contained  herein or in  any
other subsequently filed document, which also is or is deemed to be 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 Reoffer Prospectus.

ITEM 4.  DESCRIPTION OF SECURITIES.

    Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    The law firm of Klehr, Harrison, Harvey, Branzburg & Ellers has delivered an
opinion in connection  herewith with respect  to the legality  of the shares  of
Common Stock being registered hereunder.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    The  Company has adopted in its  Certificate of Incorporation and Bylaws the
provisions of Section 102(b)(7)  of the Delaware  General Corporation Law  which
eliminate  or limit the personal  liability of a director  to the Company or its
stockholders for monetary damages  for breach of fiduciary  duty as a  director,
except  that this  provision shall  not eliminate  or limit  the liability  of a
director for any breach of the director's duty of loyalty to the Company or  its
stockholders,  for  acts  or  omissions  not  in  good  faith  or  which involve
intentional misconduct or a knowing violation  of law, under Section 174 of  the
Delaware General Corporation Law, or for any transaction from which the director
derived an improper personal benefit.

    Further,  the Company's Certificate of Incorporation and Bylaws provide that
the Company  shall indemnify  all  persons whom  it  may indemnify  pursuant  to
Section  145  of  the Delaware  Corporation  Law  to the  full  extent permitted
therein. Section 145  provides, subject to  various exceptions and  limitations,
that  the Company may  indemnify its directors  or officers if  such director or
officer 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  he is  or was  a
director  or officer of the Company, or is  or was serving at the request of the
Company as  a  director or  officer  of another  corporation,  against  expenses
(including attorneys' fees), judgments,

                                      II-1
<PAGE>
fines  and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the Company, and,  with respect  to any criminal  action or  proceeding, had  no
reasonable  cause  to believe  his conduct  was  unlawful. The  determination of
whether indemnification  is proper  under the  circumstances, unless  made by  a
court,  shall be made by a majority of  a quorum of disinterested members of the
Board of  Directors,  independent  legal  counsel or  the  stockholders  of  the
Company.  In addition, the Company shall  indemnify its directors or officers to
the extent that they have been successful on the merits or otherwise in  defense
of any such action, suit or proceeding, or in the defense of any claim, issue or
matter  therein,  against  expenses  (including  attorneys'  fees)  actually and
reasonably incurred by them in connection therewith.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Any  restricted  securities  to  be  offered  or  resold  pursuant  to  this
Registration  Statement are exempt  under Section 4(2) of  the Securities Act of
1933, as amended, as a non-public offering of securities.

ITEM 8.  EXHIBITS.

<TABLE>
<CAPTION>
 EXHIBIT
   NO.                                                    DESCRIPTION
---------  ---------------------------------------------------------------------------------------------------------
<C>        <S>
     4.1*  Stock Option and Restricted Stock Plan
     5  *  Opinion of Klehr, Harrison, Harvey, Branzburg & Ellers
    23.1*  Consent of Zelenkofske, Axelrod & Co., Ltd.
    23.2*  Consent of Klehr, Harrison, Harvey, Branzburg & Ellers (included in the opinion filed as Exhibit 5
            hereto)
    24  *  Powers of Attorney (included in the signature pages hereto)
</TABLE>

------------------------
*Filed Herewith.

ITEM 9.  UNDERTAKINGS.

    (a) The Company 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 of 1933;

           (ii) To reflect in the prospectus  any facts or events arising  after
       the  effective date  of this 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
       this Registration Statement;

           (iii) To include any material information with respect to the plan of
       distribution  not previously disclosed in  this Registration Statement or
       any material change to such  information in this Registration  Statement;
       PROVIDED,  HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
       if the information required to be included in a post-effective  amendment
       by  those  paragraphs  is contained  in  periodic reports  filed  with or
       furnished to the  Commission by  the Company  pursuant to  Section 13  or
       15(d)  of the  Securities Exchange Act  of 1934 that  are incorporated by
       reference in this Registration Statement.

        (2) That,  for  the  purpose  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.

                                      II-2
<PAGE>
        (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.

        (4) That, for purposes of determining any liability under the Securities
    Act  of 1933, each filing of the Company's annual report pursuant to Section
    13(a) or 15(d) of the Securities  Exchange Act of 1934 that is  incorporated
    by  reference in  this Registration  Statement shall be  deemed to  be a new
    registration statement relating  to the securities  offered herein, and  the
    offering  of such securities at that time  shall be deemed to be the initial
    bona fide offering thereof.

    (b) Insofar as indemnification for liabilities arising under the  Securities
Act  of 1933 may be permitted to  directors, officers and controlling persons of
the Company  pursuant  to  its  Certificate of  Incorporation,  its  bylaws,  or
otherwise,  the Company has been  advised that in the  opinion of the Securities
and Exchange  Commission  such  indemnification  is  against  public  policy  as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event  that a claim for indemnification against such liabilities (other than the
payment by the Company of  expenses incurred or paid  by a director, officer  or
controlling  person of the Company 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 Company 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 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.

                                      II-3
<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 Valley Forge,  Commonwealth of Pennsylvania, on  this 5th day of
March, 1996.

                                          CTI GROUP (HOLDINGS) INC.

                                          By:         /s/ ANTHONY P. JOHNS

                                             -----------------------------------
                                                        Anthony P. Johns,
                                                  PRESIDENT AND CHIEF EXECUTIVE
                                                           OFFICER

                               POWER OF ATTORNEY

    Each of the undersigned officers and directors of CTI Group (Holdings)  Inc.
whose  signature  appears below  hereby appoints  Anthony P.  Johns and  Mark H.
Daugherty, jointly and each individually,  as true and lawful  attorneys-in-fact
for  the undersigned with full power of substitution, to execute in his name and
on his behalf in each capacity  stated below, any and all amendments  (including
post-effective    amendments)   to   this    Registration   Statement   as   the
attorney-in-fact shall  deem appropriate,  and to  cause to  be filed  any  such
amendment   (including  exhibits  thereto  and  other  documents  in  connection
therewith) to  this  Registration Statement  with  the Securities  and  Exchange
Commission,  as fully and  to all intents  and purposes as  such person might or
could  do   in  person,   hereby  ratifying   and  confirming   all  that   said
attorneys-in-fact,  or either 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 this 5th day of March, 1996.

<TABLE>
<C>                                                     <S>                                     <C>
                      SIGNATURE                                        TITLE(S)                       DATE
------------------------------------------------------  --------------------------------------  -----------------

                  /s/ JOHN D. MAZZUTO
     -------------------------------------------        Chairman of the Board and Director        March 5, 1996
                   John D. Mazzuto

                 /s/ ANTHONY P. JOHNS
     -------------------------------------------        President, Chief Executive Officer and    March 5, 1996
                   Anthony P. Johns                      Director

               /s/ FRANCIS O. HUNNEWELL
     -------------------------------------------        Director                                  March 5, 1996
                 Francis O. Hunnewell

                /s/ RUPERT D. ARMITAGE
     -------------------------------------------        Director                                  March 5, 1996
                  Rupert D. Armitage

                 /s/ MARK H. DAUGHERTY                  Chief Financial Officer and Director
     -------------------------------------------         (Principal Accounting and Financial      March 5, 1996
                  Mark H. Daugherty                      Officer)
</TABLE>

                                      II-4
<PAGE>
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
  EXHIBIT
  NUMBER     DESCRIPTION                                                                                     PAGE NUMBER
-----------  ----------------------------------------------------------------------------------------------  -----------
<C>          <S>                                                                                             <C>
       4.1   Stock Option and Restricted Stock Plan                                                                  16
       5     Opinion of Klehr, Harrison, Harvey, Branzburg & Ellers                                                  25
      23.1   Consent of Zelenkofske, Axelrod & Co., Ltd.                                                             26
      23.2   Consent of Klehr, Harrison, Harvey, Branzburg & Ellers (included in Exhibit 5 hereto)                   25
      24     Powers of Attorney (included in the signature pages hereto)                                           II-4
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 43095}]
{"company-data": {"conformed-name": "CTI GROUP HOLDINGS INC", "cik": "0000355627", "assigned-sic": "8700", "irs-number": "510308583", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-01475", "film-number": "96531602"}, "business-address": {"street1": "P O BOX 80360", "street2": "P O BOX 80360", "city": "VALLEY FORGE", "state": "PA", "zip": "19484", "phone": "6106661700"}, "mail-address": {"street1": "P O BOX 80360", "city": "VALLEY FORGE", "state": "PA", "zip": "19484"}, "former-company": {"former-conformed-name": "COMMUNICATIONS GROUP INC", "date-changed": "19920703"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 5, 1996

                                                       REGISTRATION NO. 33-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

                           CTI GROUP (HOLDINGS) INC.
             (Exact name of registrant as specified in its charter)
DELAWARE                                            51-0308583
          (State or other jurisdiction of                             (I.R.S. Employer
          incorporation or organization)                           Identification Number)
901 S. TROOPER ROAD
                        VALLEY FORGE, PENNSYLVANIA 19484
                    (Address of principal executive offices)

                     STOCK OPTION AND RESTRICTED STOCK PLAN
                              (Full Title of Plan)

            ANTHONY P. JOHNS, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           CTI GROUP (HOLDINGS) INC.
                              901 S. TROOPER ROAD
                        VALLEY FORGE, PENNSYLVANIA 19484
                    (Name and address of agent for service)

                                 (610) 666-1700
         (Telephone number, including area code, of agent for service)

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

                                   COPIES TO:

                          STEPHEN T. BURDUMY, Esquire
                       WILLIAM W. MATTHEWS, III, Esquire
                  Klehr, Harrison, Harvey, Branzburg & Ellers
                               1401 Walnut Street
                        Philadelphia, Pennsylvania 19102
                                 (215) 568-6060

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

                        CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM  PROPOSED MAXIMUM
       TITLE OF SECURITIES             AMOUNT TO       OFFERING PRICE      AGGREGATE         AMOUNT OF
         TO BE REGISTERED            BE REGISTERED     PER SHARE (1)     OFFERING PRICE   REGISTRATION FEE
Common Stock, par value $.01 per
 share............................   600,000 shares       $.30(1)         $180,000(1)          $62.07
(1)  Based on the average of the bid  and asked price of the Registrant's Common
    Stock as reported on  the National Association  of Securities Dealers,  Inc.
    Over-The-Counter  Bulletin Board on March 1,  1996, estimated solely for the
    purpose of calculating the registration  fee in accordance with Rule  457(c)
    under the Securities Act of 1933.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PART I
                       INFORMATION REQUIRED IN PROSPECTUS

    A  Reoffer Prospectus prepared in accordance with the requirements of Part I
of Form S-3  is being filed  with the  Commission as part  of this  Registration
Statement.  The Section  10(a) Reoffer  Prospectus is  not being  filed with the
Commission as part of this Registration Statement.
REOFFER PROSPECTUS

                           CTI GROUP (HOLDINGS) INC.

                              901 S. TROOPER ROAD
                        VALLEY FORGE, PENNSYLVANIA 19484
                                 (610) 666-1700

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

                         600,000 SHARES OF COMMON STOCK

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

    The  shares (the "Shares") of Common Stock, par value $.01 per share, of CTI
Group (Holdings) Inc.  (formerly Communications Group  Inc.) (together with  its
subsidiaries,  the "Company") which  are the subject  of this Reoffer Prospectus
and which may be sold from time to time are Shares which (i) have been  acquired
by  certain  employees, employee  directors  and non-employee  directors  of the
Company or (ii) may  be acquired from  time to time  by designated officers  and
other  employees of the Company, members of the Company's Board of Directors and
independent contractors and  consultants who  perform services  for the  Company
pursuant  to the Company's Stock Option  and Restricted Stock Plan (the "Selling
Stockholders"). See "Selling Stockholders".

    It is anticipated that the Shares may be offered for sale by one or more  of
the  Selling Stockholders, in their discretion, on a delayed or continuous basis
from time to time in transactions in the open market at prices prevailing at the
time  of  sale  on  the   National  Association  of  Securities  Dealers,   Inc.
Over-The-Counter   Bulletin  Board  under  the  symbol  "CTIG,"  or  in  private
transactions at  negotiated  prices  or  otherwise.  Such  transactions  may  be
effected  directly by the Selling Stockholders, each acting as principal for his
own account. Alternatively, such transactions  may be effected through  brokers,
dealers   or  other  agents  designated  from   time  to  time  by  the  Selling
Stockholders, and such brokers, dealers or other agents may receive compensation
in the form of customary brokerage  commissions or concessions from the  Selling
Stockholders  or the purchasers of the Shares. The Selling Stockholders, brokers
who execute orders  on their  behalf and other  persons who  participate in  the
offering of the Shares on their behalf may be deemed to be "underwriters" within
the  meaning of  Section 2(11) of  the Securities  Act of 1933,  as amended (the
"Securities Act") and  a portion  of the proceeds  of sales  and commissions  or
concessions  therefore may be  deemed underwriting compensation  for purposes of
the Securities Act. The Company will not  receive any part of the proceeds  from
the sale of Shares by the Selling Stockholders.

    The  Company will pay  all costs and  expenses incurred by  it in connection
with the  registration of  the  Shares under  the  Securities Act.  The  Selling
Stockholders  will pay the costs associated  with any sales of Shares, including
any discounts, commissions and applicable transfer taxes.

    SEE "SPECIAL CONSIDERATIONS" BEGINNING ON PAGE 4 HEREIN FOR A DISCUSSION  OF
CERTAIN FACTORS TO BE CONSIDERED BY PURCHASERS OF THE SHARES.

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

     THESE  SECURITIES  HAVE  NOT  BEEN  APPROVED  OR  DISAPPROVED  BY THE
      SECURITIES AND EXCHANGE  COMMISSION NOR HAS  THE COMMISSION  PASSED
       UPON  THE ACCURACY OR ADEQUACY  OF THIS REOFFER PROSPECTUS. ANY
          REPRESENTATION TO  THE  CONTRARY IS  A  CRIMINAL  OFFENSE.

             THE DATE OF THIS REOFFER PROSPECTUS IS MARCH 5, 1996.
NO  PERSON  HAS BEEN  AUTHORIZED  TO GIVE  ANY  INFORMATION OR  TO  MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS REOFFER PROSPECTUS IN CONNECTION WITH  THE
OFFERING MADE BY THIS REOFFER PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION
OR  REPRESENTATIONS MUST  NOT BE  RELIED UPON AS  HAVING BEEN  AUTHORIZED BY THE
COMPANY OR THE SELLING STOCKHOLDERS. THIS REOFFER PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO BUY THE SECURITIES TO  WHICH THIS REOFFER PROSPECTUS RELATES IN  ANY
JURISDICTION  TO ANY PERSON  TO WHOM IT IS  NOT LAWFUL TO MAKE  SUCH AN OFFER OR
SOLICITATION IN SUCH JURISDICTION. NEITHER  DELIVERY OF THIS REOFFER  PROSPECTUS
NOR  ANY  SALE  MADE  HEREUNDER  SHALL,  UNDER  ANY  CIRCUMSTANCES,  CREATE  ANY
IMPLICATION THAT THERE HAS BEEN  NO CHANGE IN THE  AFFAIRS OF THE COMPANY  SINCE
THE DATE HEREOF OR SINCE THE DATE AS OF WHICH INFORMATION IS SET FORTH HEREIN.

                             AVAILABLE INFORMATION

    The  Company is subject to the  informational requirements of the Securities
Exchange Act  of  1934,  as  amended (the  "Exchange  Act")  and  in  accordance
therewith  files reports and other information  with the Securities and Exchange
Commission (the "Commission").  Such reports, proxy  and information  statements
and  other information can  be inspected and  copied at prescribed  rates at the
Public Reference Section of the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and  at the Commission's regional  offices located at  7
World  Trade Center,  New York,  New York 10048,  and Citicorp  Center, 500 West
Madison Street, Suite 1400,  Chicago, Illinois 60661-2511.  The Common Stock  of
the  Company is listed  on the National Association  of Securities Dealers, Inc.
Over-The-Counter Bulletin Board, and reports, proxy and information material and
other information concerning the Company may be inspected at the offices of  the
National  Association of Securities Dealers,  Inc., 1735 "K" Street, Washington,
DC 20006-1506.

    This Reoffer Prospectus constitutes  a part of  a registration statement  on
Form S-8 (the "Registration Statement") filed by the Company with the Commission
under  the Securities  Act with respect  to the securities  offered hereby. This
Reoffer Prospectus  does  not contain  all  the  information set  forth  in  the
Registration  Statement, certain parts  of which are  omitted in accordance with
the rules and  regulations of the  Commission. Reference is  hereby made to  the
Registration  Statement and to the exhibits thereto for further information with
respect to  the  Company  and  the securities  offered  hereby.  Copies  of  the
Registration  Statement and the exhibits  thereto are on file  at the offices of
the Commission and may be obtained upon payment of the prescribed fee or may  be
examined  without  charge  at the  Public  Reference Section  of  the Commission
described above.  Statements  contained  herein  concerning  the  provisions  of
documents  are necessarily  summaries of such  documents, and  each statement is
qualified in its entirety  by reference to the  copy of the applicable  document
filed with the Commission.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

    The  following  documents  filed  by the  Company  with  the  Commission are
incorporated herein by reference:

        (a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
    March 31, 1995;

        (b) The Company's Quarterly Report on Form 10-QSB for the quarter  ended
    June 30, 1995;

        (c)  The Company's Quarterly Report on Form 10-QSB for the quarter ended
    September 30, 1995;

        (d) The Company's Quarterly Report on Form 10-QSB for the quarter  ended
    December 31, 1995; and

                                       2
(e)  The  description of  the Company's  Common  Stock contained  in the
    Company's Registration Statement on Form 8-A, dated June 29, 1982, including
    all  amendments  and  reports  filed  for  the  purpose  of  updating   such
    description.

    All  documents filed pursuant  to Section 13(a),  13(c), 14 or  15(d) of the
Exchange Act subsequent to the date of this Reoffer Prospectus and prior to  the
completion or termination of this offering shall be deemed to be incorporated by
reference  in this  Reoffer Prospectus and  to be  part hereof from  the date of
filing of  such documents.  Any statement  contained  in a  document, all  or  a
portion  of  which is  incorporated or  deemed to  be incorporated  by reference
herein, shall  be deemed  to be  modified  or superseded  for purposes  of  this
Reoffer  Prospectus to the  extent that a  statement contained herein  or in any
other subsequently filed document, which also is or is deemed to be 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 Reoffer Prospectus.

    The  Company  will  provide without  charge  to each  person,  including any
beneficial owner, to whom this Reoffer Prospectus is delivered, upon written  or
oral  request, a  copy of any  or all  of such documents  which are incorporated
herein by reference (other than exhibits to such documents unless such  exhibits
are  specifically incorporated by reference into the documents that this Reoffer
Prospectus incorporates). Written or oral requests for copies should be directed
to Mary  Ann Davis,  Corporate  Secretary, CTI  Group  (Holdings) Inc.,  901  S.
Trooper Road, Valley Forge, Pennsylvania 19484, (610) 666-1700.

                                       3
THE COMPANY

    The  Company is  engaged in  the sale  of telephone  management software and
services. The telephone management software and services are designed to  assist
customers  in  the  management and  control  of their  business  telephone costs
through a variety of allocation, usage, network analysis and other reports.  The
Company  provides  these  services  on  a monthly  service  bureau  basis  or by
licensing software whereby customers may perform these functions on-site.

    The Company  also provides  telecommunications  billing services  to  shared
tenant  service  providers and  telephone  long distance  service  resellers who
provide centralized sale and service of telecommunication products and  networks
to  business customers. This service is available on both a service bureau basis
and on the Company's license software for in-house applications.

    The Company is a Delaware corporation, with its principal executive  offices
located  at  901 S.  Trooper  Road, Valley  Forge,  Pennsylvania 19484,  and its
telephone number is (610) 666-1700.

                             SPECIAL CONSIDERATIONS

    The securities offered hereby are speculative  in nature and involve a  high
degree  of risk. In addition to the  other information set forth in this Reoffer
Prospectus (including the  information set forth  in the documents  incorporated
herein  by reference), the  following factors should  be considered carefully by
prospective investors in evaluating an investment in the shares of Common  Stock
offered by this Reoffer Prospectus.

DEFICIENCY OF EARNINGS; NO DIVIDENDS

    For  the year ended  March 31, 1995,  the Company experienced  a net loss of
approximately $477,000. There  can be no  assurance that the  Company will  ever
operate  at  a profitable  level  on a  consistent  basis. Until  such  times as
sufficient cash  flow is  generated from  operations so  as to  offset  expenses
incurred  in connection therewith, the Company  will have to utilize its capital
resources or external sources of funding  to satisfy its working capital  needs.
In  addition, the  Company has not  declared or  paid any cash  dividends on its
Common Stock since its inception and does not anticipate paying any dividends on
its Common Stock in the foreseeable future.

COMPETITION; RAPID TECHNOLOGICAL CHANGES

    The  telephone   call  management   industry  is   highly  competitive   and
characterized  by rapid technological changes  and developments which may reduce
or eliminate the utility  of some of the  Company's products. While the  Company
believes  that the quality,  array and flexibility of  the products and services
which it  offers materially  differentiate  it from  the products  and  services
offered  by its competitors, the Company  still faces competition from telephone
operating companies  and  communications  and data  management  companies  which
possess  greater  capital  resources, more  extensive  research  and development
staffs, better established product  lines and greater  name recognition. In  the
event  the Company is  unable to produce  state-of-the-art products and services
and to market such  products and services to  the public at competitive  prices,
the Company's operations could be materially adversely affected.

INTELLECTUAL PROPERTY

    The  Company has not applied for patent or copyright protection with respect
to any of its software programs or other technology which it deems  proprietary.
The  Company believes that available  intellectual property protection would not
afford  the  Company  significant  protection  against  competitors   developing
non-infringing  software or other  technology. The Company  seeks to protect its
proprietary information by way of confidentiality and non-disclosure  agreements
with  employees and third  parties who may  have access to  such information and
through continued upgrading  and modification of  its proprietary products.  The
failure of the Company to adequately protect its proprietary products could have
a  material adverse effect  on the Company's operations.  In addition, while the
Company does  not believe  that  its technology  infringes on  the  intellectual
property rights of third parties, there can be no assurance that certain aspects
of the Company's technology will not be

                                       4
challenged by others in the telecommunications industry or that the Company will
not  be required to license or otherwise acquire from third parties the right to
use certain technology. The failure to overcome such challenges or acquire  such
rights could have a material adverse effect on the Company's operations.

RISKS OF INTERNATIONAL BUSINESS

    The  Company  operates and  sells its  products and  services to  clients in
various countries. Accordingly, the Company is subject to the risks inherent  in
conducting  business across national boundaries,  including, but not limited to,
currency  exchange   rate   fluctuations,  international   incidents,   military
outbreaks,   economic  downturns,  government  instability,  nationalization  of
foreign assets, government protectionism and changes in governmental policy, any
of which risks  could have a  material adverse  effect on the  prospects of  the
Company.

DEPENDENCE ON KEY PERSONNEL

    The success of the Company will depend greatly upon the active participation
and  experience of its  management. The loss  of any of  the Company's executive
officers could  adversely  affect the  conduct  of the  Company's  business.  In
addition,  the future success of the  Company's operations will depend, in large
part, upon the ability  of the Company's personnel  to perfect and improve  upon
existing  and proposed products. The  loss of some or  all of such personnel, or
the inability of the Company to  attract additional personnel, or the  inability
of  such personnel to develop  efficient telecommunication systems, will inhibit
the Company's  ability  to  sell  its  products  and  services  and  to  operate
profitability.

NEED FOR ADDITIONAL FINANCING

    While  the  Company believes  its working  capital is  adequate to  fund its
operations  for  the  foreseeable  future,  the  Company  will  need  additional
financing  in order to fund expansion of  the Company's products and services as
well as to expand the number of markets in which such products and services  are
available. There can be no assurance that additional financing will be available
to  the Company on desirable  terms or at all in  order to fund such expansions.
The inability of the Company to obtain adequate financing could have a  material
adverse effect on the Company's prospects.

                                USE OF PROCEEDS

    The  Company will not  receive any proceeds  from the sale  of the Shares of
Common Stock offered hereby.  The Selling Stockholders will  receive all of  the
net proceeds from the sale of the Shares of Common Stock offered hereby.

                              SELLING STOCKHOLDERS

    The   following  persons  are  current  employees,  employee  directors  and
non-employee directors of the Company, each of whom is eligible to sell pursuant
to this Reoffer Prospectus the number of Shares set forth opposite their name in
the table below. In addition, certain designated officers,

                                       5
employees, members of  the Board  of Directors and  independent contractors  and
consultants  may be granted  Shares pursuant to the  Stock Option and Restricted
Stock Plan  and, upon  such issuance,  may  sell such  Shares pursuant  to  this
Reoffer Prospectus.
PRE-OFFERING                              POST-OFFERING
                                               ------------------------                   ------------------------
                                                  TOTAL                                      TOTAL
                                                NUMBER OF                                  NUMBER OF
                                                 SHARES                                     SHARES
                                               BENEFICIALLY PERCENTAGE       SHARES       BENEFICIALLY PERCENTAGE
SELLING STOCKHOLDERS                            OWNED(1)    OF CLASS(2)  OFFERED (1)(3)    OWNED (3)   OF CLASS(2)
---------------------------------------------  -----------  -----------  ---------------  -----------  -----------
Rupert D. Armitage...........................      400,000       7.39%         30,000         370,000       6.84%
Mark H. Daugherty............................       65,600       1.21%         50,000          15,600       *
Mary Ann Davis...............................       67,225       1.24%         30,000          37,225       *
Alvin B. Gentzler............................       40,500       *             30,000          10,500       *
Francis O. Hunnewell.........................      181,667       3.36%         30,000         151,667       2.80%
Anthony P. Johns (4).........................    1,768,302      32.55%         50,000       1,718,302      31.63%
Paul A. Johns................................      116,000       2.14%         30,000          86,000       1.59%
John D. Mazzuto..............................      196,667       3.63%         30,000         166,667       3.08%
Robert H. Nielsen............................       40,300       *             30,000          10,300       *
------------------------
 *  Less than 1%

(1) Assumes  exercise of all options held as of March 5, 1996 to purchase Shares
    granted to the Selling Stockholders pursuant to the Plan.

(2) Percentages calculated in  accordance with Section  13(d) of the  Securities
    Exchange  Act of  1934, as  amended, and  the rules  promulgated thereunder,
    based on 5,381,756 shares of Common Stock outstanding as of March 5, 1996.

(3) Assumes offer and sale of all Shares eligible to be offered and sold  hereby
    by the Selling Stockholders.

(4) Includes  150,000  shares of  Common Stock  owned  by Asian  Oceanic Capital
    Corporation over which Mr. Johns holds voting power.

                              PLAN OF DISTRIBUTION

    The Common  Stock is  listed  for trading  on  the National  Association  of
Securities Dealers, Inc. Over-The-Counter Bulletin Board (the "Bulletin Board").
The  sale  of  the  shares  of  Common  Stock  offered  hereunder  is  not being
underwritten. The shares of Common Stock covered by this Reoffer Prospectus  may
be  offered  and sold  by  the Selling  Stockholders from  time  to time  on the
Bulletin Board through  broker-dealers selected by  the Selling Stockholders  at
market  prices  prevailing  at the  time  of  sale, in  private  transactions at
negotiated prices or otherwise. It is anticipated that such transactions will be
effected without payment  of any  underwriting commissions  or discounts,  other
than  brokers'  commissions or  fees customarily  paid  in connection  with such
transactions,  which  commissions  and  fees  will  be  borne  by  the   Selling
Stockholders.

    The Company has agreed to bear the costs of registering the shares of Common
Stock  offered hereby under the Securities Act,  but will not receive any of the
proceeds from the sale of the shares of Common Stock.

    There is no assurance that the Selling Stockholders will sell any or all  of
the shares of Common Stock offered hereby.

                                 LEGAL MATTERS

    The  legality of the shares  of Common Stock offered  hereby has been passed
upon  for  the  Company  by   Klehr,  Harrison,  Harvey,  Branzburg  &   Ellers,
Philadelphia, Pennsylvania.

                                       6
EXPERTS

    The  consolidated  financial  statements  of the  Company  appearing  in the
Company's Annual Report on Form  10-KSB for the year  ended March 31, 1995  have
been  audited by Zelenkofske, Axelrod &  Co., Ltd., independent auditors, as set
forth in  their  report thereon  included  therein and  incorporated  herein  by
reference.  Such consolidated  financial statements  are incorporated  herein by
reference in reliance upon such report given upon the authority of such firm  as
experts in accounting and auditing.

                                       7
-------------------------------------------
                                     -------------------------------------------
-------------------------------------------
                                     -------------------------------------------

NO  DEALER,  SALESMAN  OR ANY  OTHER  PERSON  HAS BEEN  AUTHORIZED  TO  GIVE ANY
INFORMATION OR  TO  MAKE  ANY  REPRESENTATIONS NOT  CONTAINED  IN  THIS  REOFFER
PROSPECTUS  IN CONNECTION  WITH THE OFFERING  DESCRIBED HEREIN AND,  IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING  BEEN
AUTHORIZED  BY THE COMPANY OR THE  SELLING STOCKHOLDERS. THIS REOFFER PROSPECTUS
DOES NOT CONSTITUTE  AN OFFER TO  SELL OR A  SOLICITATION OF AN  OFFER TO BUY  A
SECURITY  OTHER THAN  THE SHARES  OF COMMON  STOCK OFFERED  HEREBY, NOR  DOES IT
CONSTITUTE AN OFFER  TO SELL OR  A SOLICITATION OF  AN OFFER TO  BUY ANY OF  THE
SECURITIES  OFFERED  HEREBY IN  ANY JURISDICTION  TO  ANY PERSON  TO WHOM  IT IS
UNLAWFUL TO MAKE SUCH  OFFER OR SOLICITATION IN  SUCH JURISDICTION. NEITHER  THE
DELIVERY OF THIS REOFFER PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES,  CREATE ANY IMPLICATION THAT  THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.

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

                               TABLE OF CONTENTS

                            ------------------------
PAGE
                                                    -----
Available Information..........................           2
Incorporation of Certain Documents by
 Reference.....................................           2
The Company....................................           4
Special Considerations.........................           4
Use of Proceeds................................           5
Selling Stockholders...........................           5
Plan of Distribution...........................           6
Legal Matters..................................           6
Experts........................................           7
600,000 SHARES

                                   CTI GROUP
                                (HOLDINGS) INC.

                                  COMMON STOCK

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

                               REOFFER PROSPECTUS

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

                                 MARCH 5, 1996

-------------------------------------------
                                     -------------------------------------------
-------------------------------------------
                                     -------------------------------------------
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The  following  documents  filed  by the  Company  with  the  Securities and
Exchange Commission  pursuant  to  the  Securities Exchange  Act  of  1934  (the
"Exchange Act") are incorporated into this Registration Statement by reference:

    1.   The Company's  Annual Report on  Form 10-KSB for  the fiscal year ended
       March 31, 1995;

    2.  The Company's Quarterly Report on Form 10-QSB for the quarter ended June
       30, 1995;

    3.  The  Company's Quarterly  Report on Form  10-QSB for  the quarter  ended
       September 30, 1995;

    4.   The  Company's Quarterly  Report on Form  10-QSB for  the quarter ended
       December 31, 1995; and

    5.  The description of the Company's Common Stock contained in the Company's
       Registration Statement on Form  8-A, dated June  29, 1982, including  all
       amendments   and  reports  filed   for  the  purpose   of  updating  such
       description.

    All documents filed  pursuant to Section  13(a), 13(c), 14  or 15(d) of  the
Exchange  Act subsequent to the date of this Reoffer Prospectus and prior to the
completion or termination of this offering shall be deemed to be incorporated by
reference in this  Reoffer Prospectus and  to be  part hereof from  the date  of
filing  of  such documents.  Any statement  contained  in a  document, all  or a
portion of  which is  incorporated or  deemed to  be incorporated  by  reference
herein,  shall  be deemed  to be  modified  or superseded  for purposes  of this
Reoffer Prospectus to  the extent that  a statement contained  herein or in  any
other subsequently filed document, which also is or is deemed to be 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 Reoffer Prospectus.

ITEM 4.  DESCRIPTION OF SECURITIES.

    Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    The law firm of Klehr, Harrison, Harvey, Branzburg & Ellers has delivered an
opinion in connection  herewith with respect  to the legality  of the shares  of
Common Stock being registered hereunder.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    The  Company has adopted in its  Certificate of Incorporation and Bylaws the
provisions of Section 102(b)(7)  of the Delaware  General Corporation Law  which
eliminate  or limit the personal  liability of a director  to the Company or its
stockholders for monetary damages  for breach of fiduciary  duty as a  director,
except  that this  provision shall  not eliminate  or limit  the liability  of a
director for any breach of the director's duty of loyalty to the Company or  its
stockholders,  for  acts  or  omissions  not  in  good  faith  or  which involve
intentional misconduct or a knowing violation  of law, under Section 174 of  the
Delaware General Corporation Law, or for any transaction from which the director
derived an improper personal benefit.

    Further,  the Company's Certificate of Incorporation and Bylaws provide that
the Company  shall indemnify  all  persons whom  it  may indemnify  pursuant  to
Section  145  of  the Delaware  Corporation  Law  to the  full  extent permitted
therein. Section 145  provides, subject to  various exceptions and  limitations,
that  the Company may  indemnify its directors  or officers if  such director or
officer 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  he is  or was  a
director  or officer of the Company, or is  or was serving at the request of the
Company as  a  director or  officer  of another  corporation,  against  expenses
(including attorneys' fees), judgments,

                                      II-1
fines  and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the Company, and,  with respect  to any criminal  action or  proceeding, had  no
reasonable  cause  to believe  his conduct  was  unlawful. The  determination of
whether indemnification  is proper  under the  circumstances, unless  made by  a
court,  shall be made by a majority of  a quorum of disinterested members of the
Board of  Directors,  independent  legal  counsel or  the  stockholders  of  the
Company.  In addition, the Company shall  indemnify its directors or officers to
the extent that they have been successful on the merits or otherwise in  defense
of any such action, suit or proceeding, or in the defense of any claim, issue or
matter  therein,  against  expenses  (including  attorneys'  fees)  actually and
reasonably incurred by them in connection therewith.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Any  restricted  securities  to  be  offered  or  resold  pursuant  to  this
Registration  Statement are exempt  under Section 4(2) of  the Securities Act of
1933, as amended, as a non-public offering of securities.

ITEM 8.  EXHIBITS.
EXHIBIT
   NO.                                                    DESCRIPTION
---------  ---------------------------------------------------------------------------------------------------------
4.1*  Stock Option and Restricted Stock Plan
     5  *  Opinion of Klehr, Harrison, Harvey, Branzburg & Ellers
    23.1*  Consent of Zelenkofske, Axelrod & Co., Ltd.
    23.2*  Consent of Klehr, Harrison, Harvey, Branzburg & Ellers (included in the opinion filed as Exhibit 5
            hereto)
    24  *  Powers of Attorney (included in the signature pages hereto)
------------------------
*Filed Herewith.

ITEM 9.  UNDERTAKINGS.

    (a) The Company 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 of 1933;

           (ii) To reflect in the prospectus  any facts or events arising  after
       the  effective date  of this 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
       this Registration Statement;

           (iii) To include any material information with respect to the plan of
       distribution  not previously disclosed in  this Registration Statement or
       any material change to such  information in this Registration  Statement;
       PROVIDED,  HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
       if the information required to be included in a post-effective  amendment
       by  those  paragraphs  is contained  in  periodic reports  filed  with or
       furnished to the  Commission by  the Company  pursuant to  Section 13  or
       15(d)  of the  Securities Exchange Act  of 1934 that  are incorporated by
       reference in this Registration Statement.

        (2) That,  for  the  purpose  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.

                                      II-2
(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.

        (4) That, for purposes of determining any liability under the Securities
    Act  of 1933, each filing of the Company's annual report pursuant to Section
    13(a) or 15(d) of the Securities  Exchange Act of 1934 that is  incorporated
    by  reference in  this Registration  Statement shall be  deemed to  be a new
    registration statement relating  to the securities  offered herein, and  the
    offering  of such securities at that time  shall be deemed to be the initial
    bona fide offering thereof.

    (b) Insofar as indemnification for liabilities arising under the  Securities
Act  of 1933 may be permitted to  directors, officers and controlling persons of
the Company  pursuant  to  its  Certificate of  Incorporation,  its  bylaws,  or
otherwise,  the Company has been  advised that in the  opinion of the Securities
and Exchange  Commission  such  indemnification  is  against  public  policy  as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event  that a claim for indemnification against such liabilities (other than the
payment by the Company of  expenses incurred or paid  by a director, officer  or
controlling  person of the Company 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 Company 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 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.

                                      II-3
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 Valley Forge,  Commonwealth of Pennsylvania, on  this 5th day of
March, 1996.

                                          CTI GROUP (HOLDINGS) INC.

                                          By:         /s/ ANTHONY P. JOHNS

                                             -----------------------------------
                                                        Anthony P. Johns,
                                                  PRESIDENT AND CHIEF EXECUTIVE
                                                           OFFICER

                               POWER OF ATTORNEY

    Each of the undersigned officers and directors of CTI Group (Holdings)  Inc.
whose  signature  appears below  hereby appoints  Anthony P.  Johns and  Mark H.
Daugherty, jointly and each individually,  as true and lawful  attorneys-in-fact
for  the undersigned with full power of substitution, to execute in his name and
on his behalf in each capacity  stated below, any and all amendments  (including
post-effective    amendments)   to   this    Registration   Statement   as   the
attorney-in-fact shall  deem appropriate,  and to  cause to  be filed  any  such
amendment   (including  exhibits  thereto  and  other  documents  in  connection
therewith) to  this  Registration Statement  with  the Securities  and  Exchange
Commission,  as fully and  to all intents  and purposes as  such person might or
could  do   in  person,   hereby  ratifying   and  confirming   all  that   said
attorneys-in-fact,  or either 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 this 5th day of March, 1996.
SIGNATURE                                        TITLE(S)                       DATE
------------------------------------------------------  --------------------------------------  -----------------

                  /s/ JOHN D. MAZZUTO
     -------------------------------------------        Chairman of the Board and Director        March 5, 1996
                   John D. Mazzuto

                 /s/ ANTHONY P. JOHNS
     -------------------------------------------        President, Chief Executive Officer and    March 5, 1996
                   Anthony P. Johns                      Director

               /s/ FRANCIS O. HUNNEWELL
     -------------------------------------------        Director                                  March 5, 1996
                 Francis O. Hunnewell

                /s/ RUPERT D. ARMITAGE
     -------------------------------------------        Director                                  March 5, 1996
                  Rupert D. Armitage

                 /s/ MARK H. DAUGHERTY                  Chief Financial Officer and Director
     -------------------------------------------         (Principal Accounting and Financial      March 5, 1996
                  Mark H. Daugherty                      Officer)
II-4
INDEX TO EXHIBITS
EXHIBIT
  NUMBER     DESCRIPTION                                                                                     PAGE NUMBER
-----------  ----------------------------------------------------------------------------------------------  -----------
4.1   Stock Option and Restricted Stock Plan                                                                  16
       5     Opinion of Klehr, Harrison, Harvey, Branzburg & Ellers                                                  25
      23.1   Consent of Zelenkofske, Axelrod & Co., Ltd.                                                             26
      23.2   Consent of Klehr, Harrison, Harvey, Branzburg & Ellers (included in Exhibit 5 hereto)                   25
      24     Powers of Attorney (included in the signature pages hereto)                                           II-4