<PAGE>

As filed with the Securities and Exchange  Commission on February 6, 1997
                                                                       Reg. No.

                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D. C.  20549
                                      __________
                                           
                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933
                                           
                                    UNICOMP, INC.
                  (Exact name of registrant as specified in charter)
                                           

      COLORADO                                       84-1023666                 
(State of incorporation)                 (I.R.S. Employer Identification Number)

                            1850 Parkway Place, Suite 925
                               Marietta, Georgia  30067
                                    (770) 424-3684
                       (Address of principal executive offices)
                                           
                                    UNICOMP, INC.
                             1996 DIRECTOR INCENTIVE PLAN
                               (Full title of the plan)



<TABLE>

                 <S>                                                       <C>
             Steven A. Hafer                                            Copy to:
Chairman, President and Chief Executive Officer                     David F. Evans
               UniComp, Inc.                                      David K. Armstrong 
        1850 Parkway Place, Suite 925                            Snell & Wilmer L.L.P. 
          Marietta, Georgia  30067                             111 East Broadway, Suite 900 
              (770) 424-3684                                   Salt Lake City, Utah  84111  
(Name, address and telephone number, including area code,             (801) 237-1900
           of agent for service)        

</TABLE>


IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [X]

                                     CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
         ________________________________________________________________________________________________

           Title of                                 Proposed             Proposed           
          Securities             Amount              Maximum              Maximum            Amount of   
            to be                to be            Offering Price          Aggregate         Registration 
          Registered           Registered(1)        Per Share(2)        Offering Price(2)       Fee
          ____________         _____________       _____________         _____________      _____________
              <S>                  <C>                  <C>                   <C>               <C>
           Common Stock        
             $.01                  150,000            $  6.44            $  966,000            $ 293
           par value           
         _________________________________________________________________________________________________

         (1)   This Registration Statement shall also cover any additional shares of Common Stock which 
               become issuable under the UniComp, Inc. 1996 Director Incentive Plan by reason of any stock 
               dividend, stock split, recapitalization or other similar transaction effected without
               the receipt of consideration which results in an increase in the number of the Company's 
               outstanding shares of Common Stock.

          (2)  Estimated solely for the purpose of calculating the amount of the registration fee, pursuant to 
               Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the average of the 
               representative bid and asked prices per share of Registrant's Common Stock, as quoted on a
               when-issued basis, on the NASDAQ National Market System on February 3, 1997.
</TABLE>

<PAGE>

                                    UNICOMP, INC.
                           FORM S-8 REGISTRATION STATEMENT
                  FOR THE UNICOMP, INC. 1996 DIRECTOR INCENTIVE PLAN

                                        PART I

                   INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

     This Registration Statement is filed with the Securities and Exchange 
Commission (the "Commission") for the purpose of registering shares of common 
stock, $.01 par value ("Common Stock") of UniComp, Inc. (the "Company") in 
connection with the UniComp, Inc. 1996 Director Incentive Plan (the "Plan").

     The documents containing the information specified in Part I, Items 1 
and 2, will be delivered to participants in accordance with Form S-8 and 
Securities Act Rule 428.

                                       PART II
                                           
                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed with the Commission by the Company are 
hereby incorporated by reference in this Registration Statement:  

    (a)  The Company's annual report on Form 10-K, for the fiscal year ended
    February 29, 1996.

    (b)  The Company's quarterly reports on Form 10-Q for the fiscal quarters
    ended May 31, 1996, August 31, 1996, and November 30, 1996.
    
    (c)  The Company's current report on Form 8-K filed with the Commission on
    April 16, 1996, as amended.

    (d)  The description of the Company's Common Stock included in the
    Company's Registration Statement on Form S-18 (33-4906-D) as filed on 
    April 15, 1986.
    
    (e)  All reports and other documents filed by the Company pursuant to
    Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
    (the "1934 Act"), after the date of this Registration Statement and prior
    to the filing of a post-effective amendment indicating that all of the
    securities offered hereby have been sold, or deregistering all such
    securities then remaining unsold, shall be deemed to be incorporated by
    reference herein and to be a part hereof from the date of filing of such
    reports and 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 

                                       2

<PAGE>


    subsequently filed document which also is incorporated or deemed 
    incorporated by reference herein modifies or supersedes such statement.  
    Any such document so modified or superseded shall not be deemed, except as 
    so modified or superseded, to constitute a part of this Registration 
    Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.  

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Colorado law permits extensive indemnification of present and former
directors, officers, employees or agents of a Colorado company, whether or not
authority for such indemnification is contained in the indemnifying company's
articles of incorporation or bylaws.  Specific authority for indemnification of
present and former directors and officers, under certain circumstances, is
contained in paragraph 12 of the Registrant's Amended and Restated Bylaws (the
"Bylaws").  Under Colorado law, for a company to provide indemnification, a
disinterested majority of the company's board of directors, independent legal
counsel, a court or the shareholders must find that the director, officer,
employee or agent acted, or failed to act, in good faith and in a manner he or
she reasonably believed, in the case of conduct in his or her official capacity
with the company, was in the best interests of the company or, in all other
cases, was at least not opposed to the company's best interests, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful.  Statutory indemnification is permissive,
except in the event of a successful defense, in which case, unless limited by
the articles of incorporation, a director, officer, employee or agent must be
indemnified against reasonable expenses incurred by him or her in connection
therewith.  Indemnification is permitted with respect to expenses, judgments,
fines and amounts paid in settlement by such persons.

    The Registrant's Bylaws provide that the Registrant may indemnify any
person who was or is made 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 (other than an action by or in the
right of the Registrant), by reason of the fact that he or she is or was a
director, officer, employee, fiduciary or agent of the Registrant or is or was
serving at the request of the Registrant as a director, officer, employee,
fiduciary or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she reasonably believed to be in, or not opposed to the
best interests of the Registrant and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

    The Registrant's Bylaws also provide that the Registrant may indemnify a
person who was or is made a party or is threatened to be made a party to any
proceeding by or in the right of the Registrant to procure a judgment in its
favor by reason of the fact that he or she is or was a director, officer,
employee or agent of the Registrant, or is or was serving at the request of the
Registrant as a director, officer, employee, fiduciary or agent of another
corporation or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection with the defense or
settlement of such action if he or she 


                                       3

<PAGE>

acted in good faith and in a manner he or she reasonably believed to be in, 
or not opposed to, the best interests of the Registrant.  No indemnification 
shall be made in respect of any claim, issue or matter as to which such 
person has been adjudged to be liable for negligence or misconduct in the 
performance of his or her duty to the Registrant unless and only to the 
extent that the court in which the action is brought determines that in view 
of all the circumstances such person is fairly and reasonably entitled to 
indemnification for expenses which the court deems proper.

    The Registrant's Bylaws also provide that to the extent that an 
authorized representative of the Registrant who neither was nor is a director 
or officer of the Registrant has been successful on the merits or otherwise 
in defense of any action, suit or proceeding, he or she shall be indemnified 
by the Registrant for and against expenses (including attorneys' fees) 
actually and reasonably incurred by him or her in connection therewith.  Such 
an authorized representative may, at the discretion of the Registrant's Board 
of Directors, be indemnified by the Registrant in certain circumstances to 
the same extent he or she would have been had he or she been a director of 
officer of the Registrant.

    A determination of whether indemnification is proper shall be made by the 
Board of Directors by a majority vote of a quorum consisting of disinterested 
directors or, if such a quorum is not obtainable or, even if obtainable, as a 
quorum of disinterested directors so directs, by independent legal counsel in 
a written opinion, or by the Registrant's shareholders.  The Registrant shall 
advance expenses (including attorneys' fees) upon receipt of an undertaking 
by or on behalf of the director to repay such amount unless it is determined 
that he or she is not entitled to be indemnified.

    In order to induce qualified and essential persons to serve as members of 
the Board of Directors or officers of the Registrant, the Registrant believes 
it is advantageous to enter into indemnification agreements.  As such, the 
Registrant has entered into indemnification agreements with its officers and 
members of the Board of Directors.

ITEM 7.  EXEMPTION FROM REGISTRATION

         Not Applicable.

ITEM 8.  EXHIBITS

         Exhibit Index located at Page 8.

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 the Registration Statement:

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

                                       4

<PAGE>


                   (ii) To reflect in the prospectus any facts or events 
         arising after the effective date of the Registration Statement (or 
         the most recent post-effective amendment thereof) which, individually 
         or in the aggregate, represent a fundamental change in the information
         set forth in the registration statement; 

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

PROVIDED, HOWEVER, that paragraphs (1)(i) and (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 Registrant pursuant to Section 13 or Section 15(d) of the 
1934 Act that are incorporated by reference in the Registration Statement.

            (2) That, for the purpose of determining any liability under the 
1933 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 which remain unsold at the 
termination of the offering.

     B.  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the  1934 Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the 1934 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 1933 
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 
1933 Act and is, therefore, unenforceable.  In the event that a claim for 
indemnification against such liabilities (other than the payment by the 
Registrant of expenses incurred or paid by a director, officer or controlling 
person of the Registrant in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling person in 
connection with the securities being registered, the Registrant will, unless 
in the opinion of its counsel the matter has been settled by controlling 
precedent, submit to a court of appropriate jurisdiction the question whether 
such indemnification by it is against public policy as expressed in the 1933 
Act and will be governed by the final adjudication of such issue.

                                       5
<PAGE>

                                  SIGNATURES


     Pursuant to the requirements of the 1933 Act, 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 Marietta, State of Georgia, on February 6, 1997.

                                           UNICOMP, INC.


                                           By /s/  Stephen A. Hafer
                                              -------------------------
                                              Chairman, President and
                                              Chief Executive Officer


     Each person whose individual signature appears below hereby authorizes 
and appoints Stephen A. Hafer and L. Allen Plunk, and each of them, with full 
power of substitution and resubstitution and full power to act without the 
other, as his true and lawful attorney-in-fact and agent to act in his name, 
place and stead and to execute in the name and on behalf of each person, 
individually and in each capacity stated below, and to file, any and all 
amendments to this Registration Statement, including any and all 
post-effective amendments and any registration statement relating to the same 
offering as this Registration Statement that is to be effective upon filing 
pursuant to Rule 462(b) under the 1933 Act, as amended, 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, ratifying and confirming all that said 
attorneys-in-fact and agents or any of them or their substitute or 
substitutes, may lawfully do or cause to be done by virtue thereof.

     Pursuant to the requirements of the 1933 Act, as amended, this 
Registration Statement has been signed by the following persons in the 
capacities indicated below on February  6, 1997.

                                       6

<PAGE>

<TABLE>
<CAPTION>

           Signature                                     Title
          -----------                                   -------
<C>                               <S>     
    /s/ Stephen A. Hafer          
  -------------------------        Chairman of the Board, President and Chief Executive
      Stephen A. Hafer             Officer (Principal Executive Officer)
 
    /s/ L. Allen Plunk                        
  -------------------------        Chief Financial Officer (Principal Financial and
      L. Allen Plunk               Accounting Officer)
 
    /s/ J. Patrick Henry                      
  -------------------------        Director
       J. Patrick Henry  
 
    /s/ Nelson J. Millar                     
  -------------------------        Director
      Nelson J. Millar 
 
    /s/ B. Michael Wilson       
  -------------------------        Director          
      B. Michael Wilson
 
    /s/ Thomas Zimmerer         
  -------------------------        Director         
       Thomas Zimmerer


</TABLE>
                                       7


<PAGE>

                                                        Reg. No.            
 
 
 
                      SECURITIES AND EXCHANGE COMMISSION
 
                           Washington, D.C.  20549
 
 
 
 
                               ----------------
 
                                  EXHIBITS TO
 
 
                                   FORM S-8
 
 
                                  UNDER THE
 
 
                            SECURITIES ACT OF 1933
 
                               ----------------
 
 
                                UNICOMP, INC.
 
                (Exact Name of Issuer as Specified in Charter)
 

                                UNICOMP, INC. 
                         1996 DIRECTOR INCENTIVE PLAN
                            (Full Titles of Plan)


                                      
                                       8

<PAGE>

                               INDEX TO EXHIBITS
                                           
                                           
   Exhibits                              Description
--------------------------------------------------------------------------------
 
 3.1     Certificate of Incorporation of the Registrant (previously filed with
         Form S-18, filed April 15, 1986 (Reg. No. 33-04906-D) and incorporated
         herein by reference)
 3.2     Amendment to Certificate of Incorporation changing the Registrant's
         name from Liberty Ventures, Ltd. to UniComp, Inc. (previously filed
         with Form S-18, filed April 15, 1986 (Reg. No. 33-04906-D) and
         incorporated herein by reference)
 3.3     Amended and Restated Bylaws of the Registrant (previously filed with
         Form S-1, filed September 18, 1996 (Reg. No. 333-12209) and
         incorporated herein by reference)
 5.1     Opinion of Snell & Wilmer L.L.P. as to legality of shares
10.1     Form of Indemnification Agreement to be used between the Registrant and
         members of the Board of Directors and executive officers of the 
         Registrant (previously filed with Form S-1, filed September 18, 1996
         (Reg . No. 333-12209) and incorporated herein by reference)
23.1     Consent of Independent Accountants
23.2     Consent of Snell & Wilmer L.L.P. (included in opinion filed as
         Exhibit 5.1)
24.1     Power of Attorney (contained on signature page)
99.1     UniComp, Inc. 1996 Director Incentive Plan (previously filed with
         Form S-1, filed September 18, 1996 (Reg. No. 333-12209) and
         incorporated herein by reference)


                                       9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22766}]
{"company-data": {"conformed-name": "UNICOMP INC", "cik": "0000792341", "assigned-sic": "7373", "irs-number": "841003745", "state-of-incorporation": "CO", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-21313", "film-number": "97519791"}, "business-address": {"street1": "1800 SANDY PLAINS PKWY STE 305", "city": "MARIETTA", "state": "GA", "zip": "30066", "phone": "7704243684"}, "mail-address": {"street1": "1800 SANDY PLAINS PARKWAY", "street2": "SUITE 305", "city": "MARIETTA", "state": "GA", "zip": "30066"}, "former-company": {"former-conformed-name": "LIBERTY VENTURES LTD", "date-changed": "19861203"}}
As filed with the Securities and Exchange  Commission on February 6, 1997
                                                                       Reg. No.

                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D. C.  20549
                                      __________
                                           
                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933
                                           
                                    UNICOMP, INC.
                  (Exact name of registrant as specified in charter)
                                           

      COLORADO                                       84-1023666                 
(State of incorporation)                 (I.R.S. Employer Identification Number)

                            1850 Parkway Place, Suite 925
                               Marietta, Georgia  30067
                                    (770) 424-3684
                       (Address of principal executive offices)
                                           
                                    UNICOMP, INC.
                             1996 DIRECTOR INCENTIVE PLAN
                               (Full title of the plan)
Steven A. Hafer                                            Copy to:
Chairman, President and Chief Executive Officer                     David F. Evans
               UniComp, Inc.                                      David K. Armstrong 
        1850 Parkway Place, Suite 925                            Snell & Wilmer L.L.P. 
          Marietta, Georgia  30067                             111 East Broadway, Suite 900 
              (770) 424-3684                                   Salt Lake City, Utah  84111  
(Name, address and telephone number, including area code,             (801) 237-1900
           of agent for service)
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [X]

                                     CALCULATION OF REGISTRATION FEE
________________________________________________________________________________________________

           Title of                                 Proposed             Proposed           
          Securities             Amount              Maximum              Maximum            Amount of   
            to be                to be            Offering Price          Aggregate         Registration 
          Registered           Registered(1)        Per Share(2)        Offering Price(2)       Fee
          ____________         _____________       _____________         _____________      _____________
Common Stock        
             $.01                  150,000            $  6.44            $  966,000            $ 293
           par value           
         _________________________________________________________________________________________________

         (1)   This Registration Statement shall also cover any additional shares of Common Stock which 
               become issuable under the UniComp, Inc. 1996 Director Incentive Plan by reason of any stock 
               dividend, stock split, recapitalization or other similar transaction effected without
               the receipt of consideration which results in an increase in the number of the Company's 
               outstanding shares of Common Stock.

          (2)  Estimated solely for the purpose of calculating the amount of the registration fee, pursuant to 
               Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the average of the 
               representative bid and asked prices per share of Registrant's Common Stock, as quoted on a
               when-issued basis, on the NASDAQ National Market System on February 3, 1997.
UNICOMP, INC.
                           FORM S-8 REGISTRATION STATEMENT
                  FOR THE UNICOMP, INC. 1996 DIRECTOR INCENTIVE PLAN

                                        PART I

                   INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

     This Registration Statement is filed with the Securities and Exchange 
Commission (the "Commission") for the purpose of registering shares of common 
stock, $.01 par value ("Common Stock") of UniComp, Inc. (the "Company") in 
connection with the UniComp, Inc. 1996 Director Incentive Plan (the "Plan").

     The documents containing the information specified in Part I, Items 1 
and 2, will be delivered to participants in accordance with Form S-8 and 
Securities Act Rule 428.

                                       PART II
                                           
                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed with the Commission by the Company are 
hereby incorporated by reference in this Registration Statement:  

    (a)  The Company's annual report on Form 10-K, for the fiscal year ended
    February 29, 1996.

    (b)  The Company's quarterly reports on Form 10-Q for the fiscal quarters
    ended May 31, 1996, August 31, 1996, and November 30, 1996.
    
    (c)  The Company's current report on Form 8-K filed with the Commission on
    April 16, 1996, as amended.

    (d)  The description of the Company's Common Stock included in the
    Company's Registration Statement on Form S-18 (33-4906-D) as filed on 
    April 15, 1986.
    
    (e)  All reports and other documents filed by the Company pursuant to
    Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
    (the "1934 Act"), after the date of this Registration Statement and prior
    to the filing of a post-effective amendment indicating that all of the
    securities offered hereby have been sold, or deregistering all such
    securities then remaining unsold, shall be deemed to be incorporated by
    reference herein and to be a part hereof from the date of filing of such
    reports and 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 

                                       2
subsequently filed document which also is incorporated or deemed 
    incorporated by reference herein modifies or supersedes such statement.  
    Any such document so modified or superseded shall not be deemed, except as 
    so modified or superseded, to constitute a part of this Registration 
    Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.  

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Colorado law permits extensive indemnification of present and former
directors, officers, employees or agents of a Colorado company, whether or not
authority for such indemnification is contained in the indemnifying company's
articles of incorporation or bylaws.  Specific authority for indemnification of
present and former directors and officers, under certain circumstances, is
contained in paragraph 12 of the Registrant's Amended and Restated Bylaws (the
"Bylaws").  Under Colorado law, for a company to provide indemnification, a
disinterested majority of the company's board of directors, independent legal
counsel, a court or the shareholders must find that the director, officer,
employee or agent acted, or failed to act, in good faith and in a manner he or
she reasonably believed, in the case of conduct in his or her official capacity
with the company, was in the best interests of the company or, in all other
cases, was at least not opposed to the company's best interests, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful.  Statutory indemnification is permissive,
except in the event of a successful defense, in which case, unless limited by
the articles of incorporation, a director, officer, employee or agent must be
indemnified against reasonable expenses incurred by him or her in connection
therewith.  Indemnification is permitted with respect to expenses, judgments,
fines and amounts paid in settlement by such persons.

    The Registrant's Bylaws provide that the Registrant may indemnify any
person who was or is made 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 (other than an action by or in the
right of the Registrant), by reason of the fact that he or she is or was a
director, officer, employee, fiduciary or agent of the Registrant or is or was
serving at the request of the Registrant as a director, officer, employee,
fiduciary or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she reasonably believed to be in, or not opposed to the
best interests of the Registrant and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

    The Registrant's Bylaws also provide that the Registrant may indemnify a
person who was or is made a party or is threatened to be made a party to any
proceeding by or in the right of the Registrant to procure a judgment in its
favor by reason of the fact that he or she is or was a director, officer,
employee or agent of the Registrant, or is or was serving at the request of the
Registrant as a director, officer, employee, fiduciary or agent of another
corporation or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection with the defense or
settlement of such action if he or she 

                                       3
acted in good faith and in a manner he or she reasonably believed to be in, 
or not opposed to, the best interests of the Registrant.  No indemnification 
shall be made in respect of any claim, issue or matter as to which such 
person has been adjudged to be liable for negligence or misconduct in the 
performance of his or her duty to the Registrant unless and only to the 
extent that the court in which the action is brought determines that in view 
of all the circumstances such person is fairly and reasonably entitled to 
indemnification for expenses which the court deems proper.

    The Registrant's Bylaws also provide that to the extent that an 
authorized representative of the Registrant who neither was nor is a director 
or officer of the Registrant has been successful on the merits or otherwise 
in defense of any action, suit or proceeding, he or she shall be indemnified 
by the Registrant for and against expenses (including attorneys' fees) 
actually and reasonably incurred by him or her in connection therewith.  Such 
an authorized representative may, at the discretion of the Registrant's Board 
of Directors, be indemnified by the Registrant in certain circumstances to 
the same extent he or she would have been had he or she been a director of 
officer of the Registrant.

    A determination of whether indemnification is proper shall be made by the 
Board of Directors by a majority vote of a quorum consisting of disinterested 
directors or, if such a quorum is not obtainable or, even if obtainable, as a 
quorum of disinterested directors so directs, by independent legal counsel in 
a written opinion, or by the Registrant's shareholders.  The Registrant shall 
advance expenses (including attorneys' fees) upon receipt of an undertaking 
by or on behalf of the director to repay such amount unless it is determined 
that he or she is not entitled to be indemnified.

    In order to induce qualified and essential persons to serve as members of 
the Board of Directors or officers of the Registrant, the Registrant believes 
it is advantageous to enter into indemnification agreements.  As such, the 
Registrant has entered into indemnification agreements with its officers and 
members of the Board of Directors.

ITEM 7.  EXEMPTION FROM REGISTRATION

         Not Applicable.

ITEM 8.  EXHIBITS

         Exhibit Index located at Page 8.

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 the Registration Statement:

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

                                       4
(ii) To reflect in the prospectus any facts or events 
         arising after the effective date of the Registration Statement (or 
         the most recent post-effective amendment thereof) which, individually 
         or in the aggregate, represent a fundamental change in the information
         set forth in the registration statement; 

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

PROVIDED, HOWEVER, that paragraphs (1)(i) and (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 Registrant pursuant to Section 13 or Section 15(d) of the 
1934 Act that are incorporated by reference in the Registration Statement.

            (2) That, for the purpose of determining any liability under the 
1933 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 which remain unsold at the 
termination of the offering.

     B.  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the  1934 Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the 1934 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 1933 
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 
1933 Act and is, therefore, unenforceable.  In the event that a claim for 
indemnification against such liabilities (other than the payment by the 
Registrant of expenses incurred or paid by a director, officer or controlling 
person of the Registrant in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling person in 
connection with the securities being registered, the Registrant will, unless 
in the opinion of its counsel the matter has been settled by controlling 
precedent, submit to a court of appropriate jurisdiction the question whether 
such indemnification by it is against public policy as expressed in the 1933 
Act and will be governed by the final adjudication of such issue.

                                       5
SIGNATURES

     Pursuant to the requirements of the 1933 Act, 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 Marietta, State of Georgia, on February 6, 1997.

                                           UNICOMP, INC.

                                           By /s/  Stephen A. Hafer
                                              -------------------------
                                              Chairman, President and
                                              Chief Executive Officer

     Each person whose individual signature appears below hereby authorizes 
and appoints Stephen A. Hafer and L. Allen Plunk, and each of them, with full 
power of substitution and resubstitution and full power to act without the 
other, as his true and lawful attorney-in-fact and agent to act in his name, 
place and stead and to execute in the name and on behalf of each person, 
individually and in each capacity stated below, and to file, any and all 
amendments to this Registration Statement, including any and all 
post-effective amendments and any registration statement relating to the same 
offering as this Registration Statement that is to be effective upon filing 
pursuant to Rule 462(b) under the 1933 Act, as amended, 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, ratifying and confirming all that said 
attorneys-in-fact and agents or any of them or their substitute or 
substitutes, may lawfully do or cause to be done by virtue thereof.

     Pursuant to the requirements of the 1933 Act, as amended, this 
Registration Statement has been signed by the following persons in the 
capacities indicated below on February  6, 1997.

                                       6
Signature                                     Title
          -----------                                   -------
/s/ Stephen A. Hafer          
  -------------------------        Chairman of the Board, President and Chief Executive
      Stephen A. Hafer             Officer (Principal Executive Officer)
 
    /s/ L. Allen Plunk                        
  -------------------------        Chief Financial Officer (Principal Financial and
      L. Allen Plunk               Accounting Officer)
 
    /s/ J. Patrick Henry                      
  -------------------------        Director
       J. Patrick Henry  
 
    /s/ Nelson J. Millar                     
  -------------------------        Director
      Nelson J. Millar 
 
    /s/ B. Michael Wilson       
  -------------------------        Director          
      B. Michael Wilson
 
    /s/ Thomas Zimmerer         
  -------------------------        Director         
       Thomas Zimmerer
7
Reg. No.            
 
 
 
                      SECURITIES AND EXCHANGE COMMISSION
 
                           Washington, D.C.  20549
 
 
 
 
                               ----------------
 
                                  EXHIBITS TO
 
 
                                   FORM S-8
 
 
                                  UNDER THE
 
 
                            SECURITIES ACT OF 1933
 
                               ----------------
 
 
                                UNICOMP, INC.
 
                (Exact Name of Issuer as Specified in Charter)
 

                                UNICOMP, INC. 
                         1996 DIRECTOR INCENTIVE PLAN
                            (Full Titles of Plan)

                                      
                                       8
INDEX TO EXHIBITS
                                           
                                           
   Exhibits                              Description
--------------------------------------------------------------------------------
 
 3.1     Certificate of Incorporation of the Registrant (previously filed with
         Form S-18, filed April 15, 1986 (Reg. No. 33-04906-D) and incorporated
         herein by reference)
 3.2     Amendment to Certificate of Incorporation changing the Registrant's
         name from Liberty Ventures, Ltd. to UniComp, Inc. (previously filed
         with Form S-18, filed April 15, 1986 (Reg. No. 33-04906-D) and
         incorporated herein by reference)
 3.3     Amended and Restated Bylaws of the Registrant (previously filed with
         Form S-1, filed September 18, 1996 (Reg. No. 333-12209) and
         incorporated herein by reference)
 5.1     Opinion of Snell & Wilmer L.L.P. as to legality of shares
10.1     Form of Indemnification Agreement to be used between the Registrant and
         members of the Board of Directors and executive officers of the 
         Registrant (previously filed with Form S-1, filed September 18, 1996
         (Reg . No. 333-12209) and incorporated herein by reference)
23.1     Consent of Independent Accountants
23.2     Consent of Snell & Wilmer L.L.P. (included in opinion filed as
         Exhibit 5.1)
24.1     Power of Attorney (contained on signature page)
99.1     UniComp, Inc. 1996 Director Incentive Plan (previously filed with
         Form S-1, filed September 18, 1996 (Reg. No. 333-12209) and
         incorporated herein by reference)

                                       9