As filed with the Securities and Exchange Commission on August 5, 1998

                                                      Registration No. 333-_____
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                             COMPUTER HORIZONS CORP.
             (Exact name of registrant as specified in its charter)

              New York                                           132638902
    (State or other jurisdiction                              (I.R.S. Employer
 of incorporation or organization)                          Identification No.)

      49 Old Bloomfield Avenue
     Mountain Lakes, New Jersey                                  07046-1495
       (Address of principal                                     (Zip Code)
         executive offices)

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

          THE SPARGO CONSULTING PLC EXECUTIVE SHARE OPTION SCHEME 1994
                            (Full title of the Plan)

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

                                 JOHN J. CASSESE
                             Computer Horizons Corp.
                            49 Old Bloomfield Avenue
                      Mountain Lakes, New Jersey 07046-1495
                                 (973) 299-4000
                (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

                                    Copy to:
                           ERICA H. STEINBERGER, ESQ.
                                Latham & Watkins
                                885 Third Avenue
                                   Suite 1000
                            New York, New York 10022
                                 (212) 906-1200 
<PAGE>
<TABLE>
<CAPTION>
                                            CALCULATION OF REGISTRATION FEE

 
                                   Amount             Proposed               Proposed
                                 of Shares            Maximum                Maximum                 Amount of
Title of Securities to be          to be           Offering Price           Aggregate               Registration
        Registered               Registered(1)     Per Share (2)          Offering Price                Fee
--------------------------- --------------------- ----------------- --------------------------- --------------------- 
<S>                                <C>            <C>                      <C>                        <C>    
Common Stock, $0.10 par            31,689         $8.91, $12.20,           $342,754.26                $101.11
value                                             $12.75
--------------------------- --------------------- ----------------- --------------------------- ---------------------
</TABLE>
(1)      Represents the maximum number of shares that may be issued  pursuant to
         the Spargo Consulting PLC Executive Share Option Scheme 1994.

(2)      For purposes of computing the registration  fee only.  Pursuant to Rule
         457(h), the Proposed Maximum Offering Price Per Share is based upon (a)
         the exercise price per share ($8.91) of outstanding  options for 13,581
         shares;  (b) the  exercise  price per  share  ($12.20)  of  outstanding
         options for 16,599 shares and (c) the exercise price per share ($12.75)
         of outstanding options for 1,509 shares.

EXPLANATORY NOTE

         This  Registration  Statement relates to 31,689 shares of common stock,
par value $0.10 per share, of Computer  Horizons  Corp., a New York  corporation
(the "Company"),  reserved for issuance from time to time in connection with the
Spargo  Consulting  PLC  Executive  Share Option  Scheme 1994 (the "1994 Plan").
Spargo Consulting PLC, a corporation formed under the laws of the United Kingdom
("Spargo"),  established the 1994 Plan to attract, retain and motivate qualified
employees and create a long term mutuality of interest between key employees and
Spargo's  shareholders.  On June 30,  1998,  the Company  announced  that it had
completed the acquisition of Spargo. As a result of the acquisition, the Company
has assumed the 1994 Plan, and the  outstanding  unexercised  options for Spargo
shares under the 1994 Plan have been exchanged for options  exercisable,  in the
aggregate,  for  the  shares  of  common  stock  subject  to  this  Registration
Statement.
<PAGE>
                                     PART I


Item 1.           Plan Information

                  Not required to be filed with this Registration Statement.

Item 2.           Registration Information and Employee Plan Annual Information

                  Not required to be filed with this Registration Statement.


                                     PART II


Item 3.           Incorporation of Documents by Reference

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission by the Company,  are incorporated by reference as of their respective
dates in this Registration Statement:

                  A.       The Company's Report on Form 10-K for the fiscal year
                           ended December 31, 1997 (the "1997 10-K").

                  B.       The portions of the  Company's  1997 Annual Report to
                           Shareholders that have been incorporated by reference
                           into the 1997 10-K.

                  C.       Report on Form 10-Q for the three  months ended March
                           31, 1998.

                  D.       The  Company's  Proxy  Statement  for its 1998 Annual
                           Meeting of Shareholders.

                  E.       Current Report on Form 8-K dated March 13, 1998.

                  F.       Current Report on Form 8-K/A dated March 17, 1998.

                  G.       Current Report on Form 8-K dated July 15, 1998.

                  H.       The   description  of  the  Company's   Common  Stock
                           contained in the Company's  Registration Statement on
                           Form 8-A.

                  All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a  post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters all securities then remaining  unsold are  incorporated by reference
in this  Registration  Statement  and are a part  hereof from the date of filing
such documents.

                  Any statement  contained in a document  incorporated or deemed
to be  incorporated  by  reference  herein  shall be  deemed to be  modified  or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained herein or in any other subsequently filed document which is
also or is deemed to be incorporated by reference  herein 

                                      -2-
<PAGE>
modifies  or  supersedes  such  statement.  Any such  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

                  None.

Item 6.           Indemnification of Directors and Officers

                  The Company's  Certificate of  Incorporation,  as amended (the
"Certificate of Incorporation")  provides, as permitted by Section 402(b) of the
New  York  Business  Corporation  Law  (the  "BCL")  that no  director  shall be
personally  liable to the Company or any  shareholder for damages for any breach
of duty as a director,  provided that the Certificate of Incorporation  does not
eliminate  or limit the  liability  of any director if a judgment or other final
adjudication  adverse to him establishes  that (i) his acts or omissions were in
bad faith or involved intentional misconduct or a knowing violation of law, (ii)
he personally  gained in fact a financial  profit or other advantage to which he
was not legally entitled or (iii) his acts violated Section 719 of the BCL.

                  The Certificate of Incorporation also provides,  in accordance
with  Section 722 of the BCL,  that each person who was or is made a party or is
threatened  to be  made a  party  to or is  involved  in  any  action,  suit  or
proceeding,   whether   civil,   criminal,   administrative   or   investigative
(hereinafter a "proceeding"), by reason of the fact that he, or a person of whom
he is the legal  representative,  (1) is or was a  director  or  officer  of the
Company or (2) is or was  serving at the  request of the  Company as a director,
officer,  employee or agent of another  corporation or of a  partnership,  joint
venture,  trust or other enterprise,  including service with respect to employee
benefit  plans  (whether the basis of such  proceeding  is alleged  action in an
official  capacity  as a  director,  officer,  employee or agent or in any other
capacity  while  serving as a director,  officer,  employee or agent),  shall be
indemnified and held harmless by the Company to the fullest extent authorized or
permitted  by  applicable  law, as the same exists or may  hereafter  be amended
(but, in the case of any such amendment,  only to the extent that such amendment
permits  the  Company to provide  broader  indemnification  rights than said law
permitted the Company to provide prior to such amendment),  against all expense,
liability and loss (including  attorneys' fees,  judgments,  fines, ERISA excise
taxes or penalties  and amounts paid or to be paid in  settlement)  actually and
reasonably incurred or suffered by such person in connection  therewith and such
indemnification  shall  continue as to a person who has ceased to be a director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of his  heirs,
executors  and  administrators,  provided,  however,  that,  except for  actions
brought to enforce such indemnification  rights, the Company shall indemnify any
such person  seeking  indemnification  in connection  with a proceeding (or part
thereof)  initiated by such person only if such proceeding (or part thereof) was
authorized   by  the  Board  of  Directors   of  the   Company.   The  right  to
indemnification  conferred in 

                                      -3-
<PAGE>
the Certificate of  Incorporation is a contract right and includes the rights to
be paid by the Company the expenses incurred in defending any such proceeding in
advance of its final disposition,  provided, however, that, if the BCL requires,
the payment of such  expenses  incurred by a director or officer in his capacity
as such (and not in any other  capacity  in which  service was or is rendered by
such person while a director or officer, including, without limitation,  service
with respect to an employee benefit plan) in advance of the final disposition of
a proceeding,  shall be made only upon delivery to the Company of an undertaking
by or on behalf of such  director or officer to repay all amounts so advanced as
to which it shall  ultimately be determined that such director or officer is not
entitled to be indemnified.

                  The  Certificate  of  Incorporation   further   provides,   in
accordance with the BCL, that the  indemnification  rights provided  therein are
not exclusive of any other rights that any person may have, and that the Company
may, subject to certain  restrictions  imposed by the BCL, maintain insurance to
protect itself and its officers and directors against expenses,  liabilities and
losses,  whether or not the Company would be permitted to indemnify  such person
against such expenses, liabilities and losses under the BCL.

                  The  Company  currently  has  a  $15,000,000   directors'  and
officers' liability insurance policy.

Item 7.           Exemption from Registration Claimed

                  Not applicable.

Item 8.           Exhibits

                  4(f)     The Spargo  Consulting  PLC  Executive  Share  Option
                           Scheme 1994.

                  5(a)     Opinion of Latham & Watkins as to the legality of the
                           Common Stock being registered.

                  23(a)    Consent  of Latham &  Watkins.  (Included  in Exhibit
                           5(a)).

                  23(b)    Consent of Grant Thornton LLP.

                  24(a)    Power 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:

                                (i)  To  include  any  prospectus   required  by
                                Section  10(a)(3) of the  Securities Act of 1933
                                (the "Securities Act");

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

                                      -4-
<PAGE>
                                most recent  post-effective  amendment  thereof)
                                which,   individually   or  in  the   aggregate,
                                represent   a   fundamental    change   in   the
                                information   set  forth  in  the   Registration
                                Statement;

                                (iii) To include any material  information  with
                                respect   to  the  plan  of   distribution   not
                                previously   disclosed   in   the   Registration
                                Statement  or  any   material   change  to  such
                                information in the Registration Statement;

                           provided,  however,  that  paragraphs  (a)(1)(i)  and
                           (a)(1)(ii)  shall not apply to information  contained
                           in periodic reports filed by the Registrant  pursuant
                           to Section 13 or Section  15(d) of the  Exchange  Act
                           that   are   incorporated   by   reference   in  this
                           Registration Statement.

                           (2)  That,  for  the  purpose  of   determining   any
                                liability  under the  Securities  Act, 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  that  remain  unsold  at  the
                                termination of the offering.

                           (b)  The  undersigned  Registrant  hereby  undertakes
                           that, for purposes of determining any liability under
                           the Securities  Act, each filing of the  Registrant's
                           Annual  Report  pursuant to Section 13(a) or 15(d) of
                           the Exchange Act that is incorporated by reference in
                           the  registration  statement  shall be deemed to be a
                           new registration statement relating to the securities
                           offered therein,  and the offering of such securities
                           at that time shall be deemed to be the  initial  bona
                           fide offering thereof.

                           (c)  Insofar  as   indemnification   for  liabilities
                           arising under the  Securities Act may be permitted to
                           directors,  officers and  controlling  persons of the
                           Registrant pursuant to the foregoing  provisions,  or
                           otherwise,  the  Registrant  has been advised that in
                           the opinion of the Securities and Exchange Commission
                           such  indemnification  is  against  public  policy as
                           expressed in the  Securities  Act and is,  therefore,
                           unenforceable.   In  the  event   that  a  claim  for
                           indemnification  against such liabilities (other than
                           the payment by the Registrant of expenses incurred or
                           paid by a director,  officer or controlling person of
                           the  Registrant  in  the  successful  defense  of any
                           action,  suit  or  proceeding)  is  asserted  by such
                           director, officer or controlling person in connection
                           with the securities being registered,  the Registrant
                           will, unless in the opinion of its counsel the matter
                           has been 

                                      -5-
<PAGE>
                           settled by controlling  precedent,  submit to a court
                           of appropriate jurisdiction the question whether such
                           indemnification  by it is  against  public  policy as
                           expressed in the  Securities Act and will be governed
                           by the final adjudication of such issue.


                                      -6-
<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  Mountain  Lakes,  State  of New  Jersey,  on
August 5, 1998.

                                              COMPUTER HORIZONS CORP.



                                         By:  /s/John J. Cassese
                                              ------------------
                                             John J. Cassese
                                             Chairman of the Board and President




                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature  appears
below does hereby constitute and appoint John J. Cassese, William J. Murphy, and
Dennis M. DiVenuta,  or any of them,  with full power of  substitution  and full
power to act without the other, his true and lawful  attorney-in-fact  and agent
to act for him in his name, place and stead, in any and all capacities,  to sign
any or all amendments  (including  post-effective  amendments) or supplements to
this  Registration  Statement and to file the same with all exhibits thereto and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
necessary or appropriate to be done with respect to this Registration  Statement
or any amendments or supplements  hereto in and about the premises,  as fully to
all intents and purposes as they might or could do in person,  hereby  ratifying
and confirming all that said  attorneys-in-fact and agents, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.


                                      -7-
<PAGE>


                  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 date indicated.


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

/s/John J. Cassese         Chairman of the Board and President    August 5, 1998
   ---------------         (Principal Executive Officer) and                  
   John J. Cassese         Director
                   
                                                             
/s/William J. Murphy       Executive Vice President, Chief        August 5, 1998
   -----------------       Financial Officer and Secretary
   William J. Murphy       (Principal Financial Officer)
                          
                                                          
/s/Michael J. Shea         Vice President and Controller          August 5, 1998
   ---------------         (Principal Accounting Officer)
   Michael J. Shea                       
           
/s/Thomas J. Berry         Director                               August 5, 1998
   --------------- 
   Thomas J. Berry                                          
           
                           Director                               August 5, 1998
   ---------------
   Rocco J. Marano                                         
           




                                      -8-
<PAGE>


                                  EXHIBIT INDEX


         4(f)     The Spargo Consulting PLC Executive Share Option Scheme 1994.

         5(a)     Opinion of Latham & Watkins as to the  legality  of the Common
                  Stock being registered.

         23(a)    Consent of Latham & Watkins. (Included in Exhibit 5(a)).

         23(b)    Consent of Grant Thornton LLP.

         24(a)    Power of Attorney. (Included on signature page).




                                      -9-
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{"company-data": {"conformed-name": "COMPUTER HORIZONS CORP", "cik": "0000023019", "assigned-sic": "7373", "irs-number": "132638902", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60751", "film-number": "98677939"}, "business-address": {"street1": "49 OLD BLOOMFIELD AVE", "city": "MOUNTAIN LAKES", "state": "NJ", "zip": "07046-1495", "phone": "2014027400"}, "mail-address": {"street1": "49 0LD BLOOMFIELD AVE", "city": "MOUNTAIN LAKES", "state": "NJ", "zip": "07046-1495"}}
As filed with the Securities and Exchange Commission on August 5, 1998

                                                      Registration No. 333-_____
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                             COMPUTER HORIZONS CORP.
             (Exact name of registrant as specified in its charter)

              New York                                           132638902
    (State or other jurisdiction                              (I.R.S. Employer
 of incorporation or organization)                          Identification No.)

      49 Old Bloomfield Avenue
     Mountain Lakes, New Jersey                                  07046-1495
       (Address of principal                                     (Zip Code)
         executive offices)

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

          THE SPARGO CONSULTING PLC EXECUTIVE SHARE OPTION SCHEME 1994
                            (Full title of the Plan)

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

                                 JOHN J. CASSESE
                             Computer Horizons Corp.
                            49 Old Bloomfield Avenue
                      Mountain Lakes, New Jersey 07046-1495
                                 (973) 299-4000
                (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

                                    Copy to:
                           ERICA H. STEINBERGER, ESQ.
                                Latham & Watkins
                                885 Third Avenue
                                   Suite 1000
                            New York, New York 10022
                                 (212) 906-1200
CALCULATION OF REGISTRATION FEE

 
                                   Amount             Proposed               Proposed
                                 of Shares            Maximum                Maximum                 Amount of
Title of Securities to be          to be           Offering Price           Aggregate               Registration
        Registered               Registered(1)     Per Share (2)          Offering Price                Fee
--------------------------- --------------------- ----------------- --------------------------- ---------------------
Common Stock, $0.10 par            31,689         $8.91, $12.20,           $342,754.26                $101.11
value                                             $12.75
--------------------------- --------------------- ----------------- --------------------------- ---------------------
(1)      Represents the maximum number of shares that may be issued  pursuant to
         the Spargo Consulting PLC Executive Share Option Scheme 1994.

(2)      For purposes of computing the registration  fee only.  Pursuant to Rule
         457(h), the Proposed Maximum Offering Price Per Share is based upon (a)
         the exercise price per share ($8.91) of outstanding  options for 13,581
         shares;  (b) the  exercise  price per  share  ($12.20)  of  outstanding
         options for 16,599 shares and (c) the exercise price per share ($12.75)
         of outstanding options for 1,509 shares.

EXPLANATORY NOTE

         This  Registration  Statement relates to 31,689 shares of common stock,
par value $0.10 per share, of Computer  Horizons  Corp., a New York  corporation
(the "Company"),  reserved for issuance from time to time in connection with the
Spargo  Consulting  PLC  Executive  Share Option  Scheme 1994 (the "1994 Plan").
Spargo Consulting PLC, a corporation formed under the laws of the United Kingdom
("Spargo"),  established the 1994 Plan to attract, retain and motivate qualified
employees and create a long term mutuality of interest between key employees and
Spargo's  shareholders.  On June 30,  1998,  the Company  announced  that it had
completed the acquisition of Spargo. As a result of the acquisition, the Company
has assumed the 1994 Plan, and the  outstanding  unexercised  options for Spargo
shares under the 1994 Plan have been exchanged for options  exercisable,  in the
aggregate,  for  the  shares  of  common  stock  subject  to  this  Registration
Statement.
PART I

Item 1.           Plan Information

                  Not required to be filed with this Registration Statement.

Item 2.           Registration Information and Employee Plan Annual Information

                  Not required to be filed with this Registration Statement.

                                     PART II

Item 3.           Incorporation of Documents by Reference

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission by the Company,  are incorporated by reference as of their respective
dates in this Registration Statement:

                  A.       The Company's Report on Form 10-K for the fiscal year
                           ended December 31, 1997 (the "1997 10-K").

                  B.       The portions of the  Company's  1997 Annual Report to
                           Shareholders that have been incorporated by reference
                           into the 1997 10-K.

                  C.       Report on Form 10-Q for the three  months ended March
                           31, 1998.

                  D.       The  Company's  Proxy  Statement  for its 1998 Annual
                           Meeting of Shareholders.

                  E.       Current Report on Form 8-K dated March 13, 1998.

                  F.       Current Report on Form 8-K/A dated March 17, 1998.

                  G.       Current Report on Form 8-K dated July 15, 1998.

                  H.       The   description  of  the  Company's   Common  Stock
                           contained in the Company's  Registration Statement on
                           Form 8-A.

                  All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a  post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters all securities then remaining  unsold are  incorporated by reference
in this  Registration  Statement  and are a part  hereof from the date of filing
such documents.

                  Any statement  contained in a document  incorporated or deemed
to be  incorporated  by  reference  herein  shall be  deemed to be  modified  or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained herein or in any other subsequently filed document which is
also or is deemed to be incorporated by reference  herein 

                                      -2-
modifies  or  supersedes  such  statement.  Any such  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

                  None.

Item 6.           Indemnification of Directors and Officers

                  The Company's  Certificate of  Incorporation,  as amended (the
"Certificate of Incorporation")  provides, as permitted by Section 402(b) of the
New  York  Business  Corporation  Law  (the  "BCL")  that no  director  shall be
personally  liable to the Company or any  shareholder for damages for any breach
of duty as a director,  provided that the Certificate of Incorporation  does not
eliminate  or limit the  liability  of any director if a judgment or other final
adjudication  adverse to him establishes  that (i) his acts or omissions were in
bad faith or involved intentional misconduct or a knowing violation of law, (ii)
he personally  gained in fact a financial  profit or other advantage to which he
was not legally entitled or (iii) his acts violated Section 719 of the BCL.

                  The Certificate of Incorporation also provides,  in accordance
with  Section 722 of the BCL,  that each person who was or is made a party or is
threatened  to be  made a  party  to or is  involved  in  any  action,  suit  or
proceeding,   whether   civil,   criminal,   administrative   or   investigative
(hereinafter a "proceeding"), by reason of the fact that he, or a person of whom
he is the legal  representative,  (1) is or was a  director  or  officer  of the
Company or (2) is or was  serving at the  request of the  Company as a director,
officer,  employee or agent of another  corporation or of a  partnership,  joint
venture,  trust or other enterprise,  including service with respect to employee
benefit  plans  (whether the basis of such  proceeding  is alleged  action in an
official  capacity  as a  director,  officer,  employee or agent or in any other
capacity  while  serving as a director,  officer,  employee or agent),  shall be
indemnified and held harmless by the Company to the fullest extent authorized or
permitted  by  applicable  law, as the same exists or may  hereafter  be amended
(but, in the case of any such amendment,  only to the extent that such amendment
permits  the  Company to provide  broader  indemnification  rights than said law
permitted the Company to provide prior to such amendment),  against all expense,
liability and loss (including  attorneys' fees,  judgments,  fines, ERISA excise
taxes or penalties  and amounts paid or to be paid in  settlement)  actually and
reasonably incurred or suffered by such person in connection  therewith and such
indemnification  shall  continue as to a person who has ceased to be a director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of his  heirs,
executors  and  administrators,  provided,  however,  that,  except for  actions
brought to enforce such indemnification  rights, the Company shall indemnify any
such person  seeking  indemnification  in connection  with a proceeding (or part
thereof)  initiated by such person only if such proceeding (or part thereof) was
authorized   by  the  Board  of  Directors   of  the   Company.   The  right  to
indemnification  conferred in 

                                      -3-
the Certificate of  Incorporation is a contract right and includes the rights to
be paid by the Company the expenses incurred in defending any such proceeding in
advance of its final disposition,  provided, however, that, if the BCL requires,
the payment of such  expenses  incurred by a director or officer in his capacity
as such (and not in any other  capacity  in which  service was or is rendered by
such person while a director or officer, including, without limitation,  service
with respect to an employee benefit plan) in advance of the final disposition of
a proceeding,  shall be made only upon delivery to the Company of an undertaking
by or on behalf of such  director or officer to repay all amounts so advanced as
to which it shall  ultimately be determined that such director or officer is not
entitled to be indemnified.

                  The  Certificate  of  Incorporation   further   provides,   in
accordance with the BCL, that the  indemnification  rights provided  therein are
not exclusive of any other rights that any person may have, and that the Company
may, subject to certain  restrictions  imposed by the BCL, maintain insurance to
protect itself and its officers and directors against expenses,  liabilities and
losses,  whether or not the Company would be permitted to indemnify  such person
against such expenses, liabilities and losses under the BCL.

                  The  Company  currently  has  a  $15,000,000   directors'  and
officers' liability insurance policy.

Item 7.           Exemption from Registration Claimed

                  Not applicable.

Item 8.           Exhibits

                  4(f)     The Spargo  Consulting  PLC  Executive  Share  Option
                           Scheme 1994.

                  5(a)     Opinion of Latham & Watkins as to the legality of the
                           Common Stock being registered.

                  23(a)    Consent  of Latham &  Watkins.  (Included  in Exhibit
                           5(a)).

                  23(b)    Consent of Grant Thornton LLP.

                  24(a)    Power 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:

                                (i)  To  include  any  prospectus   required  by
                                Section  10(a)(3) of the  Securities Act of 1933
                                (the "Securities Act");

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

                                      -4-
most recent  post-effective  amendment  thereof)
                                which,   individually   or  in  the   aggregate,
                                represent   a   fundamental    change   in   the
                                information   set  forth  in  the   Registration
                                Statement;

                                (iii) To include any material  information  with
                                respect   to  the  plan  of   distribution   not
                                previously   disclosed   in   the   Registration
                                Statement  or  any   material   change  to  such
                                information in the Registration Statement;

                           provided,  however,  that  paragraphs  (a)(1)(i)  and
                           (a)(1)(ii)  shall not apply to information  contained
                           in periodic reports filed by the Registrant  pursuant
                           to Section 13 or Section  15(d) of the  Exchange  Act
                           that   are   incorporated   by   reference   in  this
                           Registration Statement.

                           (2)  That,  for  the  purpose  of   determining   any
                                liability  under the  Securities  Act, 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  that  remain  unsold  at  the
                                termination of the offering.

                           (b)  The  undersigned  Registrant  hereby  undertakes
                           that, for purposes of determining any liability under
                           the Securities  Act, each filing of the  Registrant's
                           Annual  Report  pursuant to Section 13(a) or 15(d) of
                           the Exchange Act that is incorporated by reference in
                           the  registration  statement  shall be deemed to be a
                           new registration statement relating to the securities
                           offered therein,  and the offering of such securities
                           at that time shall be deemed to be the  initial  bona
                           fide offering thereof.

                           (c)  Insofar  as   indemnification   for  liabilities
                           arising under the  Securities Act may be permitted to
                           directors,  officers and  controlling  persons of the
                           Registrant pursuant to the foregoing  provisions,  or
                           otherwise,  the  Registrant  has been advised that in
                           the opinion of the Securities and Exchange Commission
                           such  indemnification  is  against  public  policy as
                           expressed in the  Securities  Act and is,  therefore,
                           unenforceable.   In  the  event   that  a  claim  for
                           indemnification  against such liabilities (other than
                           the payment by the Registrant of expenses incurred or
                           paid by a director,  officer or controlling person of
                           the  Registrant  in  the  successful  defense  of any
                           action,  suit  or  proceeding)  is  asserted  by such
                           director, officer or controlling person in connection
                           with the securities being registered,  the Registrant
                           will, unless in the opinion of its counsel the matter
                           has been 

                                      -5-
settled by controlling  precedent,  submit to a court
                           of appropriate jurisdiction the question whether such
                           indemnification  by it is  against  public  policy as
                           expressed in the  Securities Act and will be governed
                           by the final adjudication of such issue.

                                      -6-
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  Mountain  Lakes,  State  of New  Jersey,  on
August 5, 1998.

                                              COMPUTER HORIZONS CORP.

                                         By:  /s/John J. Cassese
                                              ------------------
                                             John J. Cassese
                                             Chairman of the Board and President

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature  appears
below does hereby constitute and appoint John J. Cassese, William J. Murphy, and
Dennis M. DiVenuta,  or any of them,  with full power of  substitution  and full
power to act without the other, his true and lawful  attorney-in-fact  and agent
to act for him in his name, place and stead, in any and all capacities,  to sign
any or all amendments  (including  post-effective  amendments) or supplements to
this  Registration  Statement and to file the same with all exhibits thereto and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
necessary or appropriate to be done with respect to this Registration  Statement
or any amendments or supplements  hereto in and about the premises,  as fully to
all intents and purposes as they might or could do in person,  hereby  ratifying
and confirming all that said  attorneys-in-fact and agents, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

                                      -7-
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 date indicated.

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

/s/John J. Cassese         Chairman of the Board and President    August 5, 1998
   ---------------         (Principal Executive Officer) and                  
   John J. Cassese         Director
                   
                                                             
/s/William J. Murphy       Executive Vice President, Chief        August 5, 1998
   -----------------       Financial Officer and Secretary
   William J. Murphy       (Principal Financial Officer)
                          
                                                          
/s/Michael J. Shea         Vice President and Controller          August 5, 1998
   ---------------         (Principal Accounting Officer)
   Michael J. Shea                       
           
/s/Thomas J. Berry         Director                               August 5, 1998
   --------------- 
   Thomas J. Berry                                          
           
                           Director                               August 5, 1998
   ---------------
   Rocco J. Marano                                         
           

                                      -8-
EXHIBIT INDEX

         4(f)     The Spargo Consulting PLC Executive Share Option Scheme 1994.

         5(a)     Opinion of Latham & Watkins as to the  legality  of the Common
                  Stock being registered.

         23(a)    Consent of Latham & Watkins. (Included in Exhibit 5(a)).

         23(b)    Consent of Grant Thornton LLP.

         24(a)    Power of Attorney. (Included on signature page).

                                      -9-