As filed with the Securities and Exchange Commission on December 5, 1995

                                                      Registration No.
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
             -----------------------------------------------------


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

                            COMPUTER HORIZONS CORP.
                                      and
                            COMPUTER HORIZONS CORP.
                            EMPLOYEE'S SAVINGS PLAN
             -----------------------------------------------------
            (Exact name of registrants as specified in its charter)

                 New York                                 13-2638902
- ----------------------------------------    ------------------------------------
       (State or other jurisdiction                   (I.R.S. Employer
     of incorporation or organization)                Identification No.)

         49 Old Bloomfield Avenue                           07046
        Mountain Lakes, New Jersey                    ------------------
- ----------------------------------------                  (Zip Code)
 (Address of Principal Executive Offices)

                            COMPUTER HORIZONS CORP.
                            EMPLOYEE'S SAVINGS PLAN
             -----------------------------------------------------
                            (Full title of the plan)

                              Mr. John J. Cassese
                            Computer Horizons Corp.
                            49 Old Bloomfield Avenue
                        Mountain Lakes, New Jersey 07046
             -----------------------------------------------------
                    (Name and address of agent for service)

                                 (201) 402-7400
         -------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                                   Copies to:

                            Robert A. Cantone, Esq.
                     Proskauer Rose Goetz & Mendelsohn LLP
                                 1585 Broadway
                            New York, New York 10036
                                 (212) 969-3000
<PAGE>
<TABLE>
<CAPTION>
                                                    CALCULATION OF REGISTRATION FEE
====================================================================================================================================
       Title of securities            Amount to be          Proposed maximum           Proposed maximum                Amount of
       to be registered (3)          registered (1)     offering price per share   aggregate offering price (2)     registration fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                   <C>                       <C>                           <C>        
Common Stock, par value $.10             250,000               $32.8125                  $8,205,125                    $2,828.66  
====================================================================================================================================

(1)  Represents  the  maximum  of number of shares of Common  Stock  that may be
     acquired  by the  Trustee  under the  Computer  Horizons  Corp.  Employee's
     Savings Plan during the remainder of 1995 and subsequent  years until a new
     registration statement becomes effective.

(2)  Estimated  solely for  purposes of  calculating  the  registration  fee and
     computed in accordance with Securities Act Rule 457(c) using the average of
     the high and low prices of the Common Stock reported on the National Market
     System of the National  Association of Securities  Dealers,  Inc. Automated
     Quotation System on November 28, 1995.

(3)  Pursuant to Rule 416(c) under the Securities Act of 1933, as amended,  this
     Registration  Statement  also  registers  an  indeterminate  amount of plan
     interests to be offered pursuant to the Computer Horizons Corp.  Employee's
     Savings Plan.

====================================================================================================================================
</TABLE>
<PAGE>
                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

         The Section 10(a) prospectus for the Computer Horizons Corp. Employee's
Savings  Plan (the "Plan") is not being filed with the  Securities  and Exchange
Commission as part of this Registration Statement.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Incorporation Of Documents By Reference.

         The  documents   listed  below  are  hereby   incorporated   into  this
Registration Statement:

         1. Computer Horizon Corp.'s (the "Company")  Annual Report on Form 10-K
for the year ended December 31, 1994;

         2 The  Company's  Quarterly  Report on Form 10-Q for the quarter  ended
March 30, 1995;

         3. The  Company's  Quarterly  Report on Form 10-Q for the quarter ended
June 28, 1995;

         4. The  Company's  Quarterly  Report on Form 10-Q for the quarter ended
September 27, 1995; and

         5. The description of the Company's  Common Stock,  par value $.10 (the
"Common  Stock"),  and Series A Preferred Stock Purchase Rights contained in the
Company's Current Report on Form 8-K, as amended, dated November 27, 1995.

         All documents subsequently filed by the Company or the Plan pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange  Act"),  prior  to the  filing  of a  post-effective  amendment  which
indicates that all securities  offered hereby have been sold or which  registers
all  securities   offered  hereby  then  remaining  unsold,  are  deemed  to  be
incorporated herein by reference and to be a part hereof from the date of filing
of such documents.


ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.


ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         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,  judgements,  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 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  $5,000,000  directors'  and  officers'
liability insurance policy.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.


<PAGE>
ITEM 8.  EXHIBITS.

         The  following  instruments  and  documents are included as exhibits to
this Registration Statement.
<TABLE>
<CAPTION>
   Exhibit
   Number                              Description                                      Incorporated by Reference to:
- -------------    --------------------------------------------------------    ---------------------------------------------------
<S>              <C>                                                         <C>
    4.1          Rights Agreement dated as of July 6, 1989                   Exhibit 1  to  the  Company's  Registration  
                 between  the Company and Chemical  Bank,  as                Statement on Form 8-A dated July 7, 1989.
                 Rights Agent ("Rights Agreement") which
                 includes the form of Rights Certificate as Exhibit B.

    4.2          Amendment No. 1 dated as of February 13,                    Exhibit 1 to the Company's Amendment
                 1990 to Rights Agreement.                                   No. 1 on Form 8 dated February 13, 1990
                                                                             to the Company's Registration Statement
                                                                             on Form 8-A.

    4.3          Amendment No. 2 dated as of August 10, 1994                 Exhibit 4(c) to the Company's Annual
                 to Rights Agreement.                                        Report on Form 10-K for the year ended
                                                                             December 31, 1994.
    4.4          Computer Horizons Corp. Employee's Savings
                 Plan and Amendment Number One.

    4.5          Computer Horizons Corp. Employee's Savings
                 Plan Trust Agreement as Amended and
                 Restated Effective January 1, 1996.

    5.1          Opinion of Proskauer Rose Goetz &
                 Mendelsohn LLP.

    5.2          Internal Revenue Service determination letter
                 with respect to the Plan.1

    23.1         Consent of Proskauer Rose Goetz &
                 Mendelsohn LLP. (included in their opinion
                 filed as Exhibit 5).

    23.2         Consent of Grant Thornton LLP.

     24          Power of Attorney (included on the Signature
                 Pages to this Registration Statement).
</TABLE>
- ---------------------
(1)  The Registrants undertake to submit the Plan as amended by Amendment Number
     One to the Internal  Revenue  Service (the "IRS") in a timely manner and to
     make all  changes  required  by the IRS in order to qualify  the Plan as so
     amended.
<PAGE>
ITEM 9.  UNDERTAKINGS.

The undersigned Registrants hereby undertake:

         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;

              (ii) to  reflect  in the  prospectus  any facts or events  arising
     after the effective date of the registra-tion 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.  Notwithstanding  the  foregoing,  any increase or
     decrease  in volume of  securities  offered (if the total  dollar  value of
     securities  offered  would not exceed  that which was  registered)  and any
     deviation from the low or high end of the estimated  maximum offering range
     may be  reflected  in the form of  prospectus  filed  with  the  Commission
     pursuant  to Rule  424(b)  (ss.  230.424(b)  of this  chapter)  if,  in the
     aggregate,  the  changes in volume and price  represent  no more than a 20%
     change  in  the  maximum   aggregate   offering  price  set  forth  in  the
     "Calculation  of  Registration  Fee"  table in the  effective  registration
     statement.

              (iii) to include any material information with respect to the plan
     of distribution not previously dis-closed 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
     registration  statement  is on Form S-3 or Form  S-8,  and the  information
     required to be included in a  post-effective  amendment by those paragraphs
     is  contained  in periodic  reports  filed by the  Registrants  pursuant to
     Section 13 or Section  15(d) of the Exchange Act that are  incorporated  by
     reference in the 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 the 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.

         The  undersigned  Registrants  hereby  undertake  that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual  report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act
(and, where applicable,  each filing of an employee benefit plan's annual report
pursuant to Section 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.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrants pursuant to the foregoing provisions,  or otherwise, the Registrants
have 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 Registrants of expenses
incurred or paid by a director, officer or controlling person of the Registrants
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  Registrants  will,  unless in the  opinion of its  counsel the
matter  has been  settled  by  controlling  precedent,  submit  to a court of an
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.
<PAGE>
                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1993,  the
Computer Horizons Corp. 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 November
30, 1995.

                               COMPUTER HORIZONS CORP.


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

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  hereby  constitutes  and  appoints  John J. Cassese and Bernhard
Hubert,  and  either  of  them,  his   attorney-in-fact,   with  full  power  of
substitution,  for him in all capacities,  to execute any amendments  (including
post-effective  amendments) to this Registration Statement and to file the same,
with  exhibits  thereto and other  documents in connection  therewith,  with the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
said attorneys-in-fact, or either of them, or their substitutes, may do or cause
to be done by virtue hereof.

         Pursuant to the  requirements of the Securities Act, this  registration
statement has been signed by the following  persons in the capacities  indicated
on November 30, 1995.



        /s/ JOHN J. CASSESE              Chairman of the Board and President
        -------------------------        (Principal Executive Officer)
        John J. Cassese                  

        /s/ BERNHARD HUBERT              Executive Vice President,
        -------------------------        Chief Financial Officer and Director
        Bernhard Hubert                  (Principal Financial Officer)
                                 

        /s/ MICHAEL J. SHEA              Chief Accounting Officer and Controller
        -------------------------        (Principal Accounting Officer)
        Michael J. Shea                  

        /s/ THOMAS J. BERRY                  Director
        -------------------------
        Thomas J. Berry

        /s/ ROCCO MARANO                     Director
        -------------------------
        Rocco Marano

        /s/ WILFRED R. PLUGGE                Director
        -------------------------
        Wilfred R. Plugge
<PAGE>
              Pursuant  to the  requirements  of  the  Securities  Act of  1933,
Computer  Horizons Corp.,  as the Plan  Administrator  of the Computer  Horizons
Corp. Employee's Savings Plan, 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 November 30, 1995.


                       COMPUTER HORIZONS CORP. 
                       EMPLOYEE'S SAVINGS PLAN
                       By Computer Horizon Corp.



                       By  /s/ JOHN J. CASSESE
                           -----------------------------------
                           John J. Cassese
                           Chairman of the Board and President
<PAGE>
<TABLE>
<CAPTION>
                                                     INDEX TO EXHIBITS
  Exhibit
   Number                              Description                                      Incorporated by Reference to:
- -------------    --------------------------------------------------------    ---------------------------------------------------
<S>               <C>                                                         <C>
    4.1           Rights Agreement dated as of July 6, 1989                   Exhibit 1 to the Company's Registration
                  between the Company and Chemical Bank, as                   Statement on Form 8-A dated July 7,
                  Rights Agent ("Rights Agreement") which                     1989.
                  includes the form of Rights Certificate as
                  Exhibit B.

    4.2           Amendment No. 1 dated as of February 13,                    Exhibit 1 to the Company's Amendment
                  1990 to Rights Agreement.                                   No. 1 on Form 8 dated February 13, 1990
                                                                              to the Company's Registration Statement
                                                                              on Form 8-A.

    4.3           Amendment No. 2 dated as of August 10,                      Exhibit 4(c) to the Company's Annual
                  1994 to Rights Agreement.                                   Report on Form 10-K for the year ended
                                                                              December 31, 1994.
    4.4           The Computer Horizons Corp. Employee's
                  Savings Plan and Amendment Number One.

    4.5           Computer Horizons Corp. Employee's Savings
                  Plan Trust Agreement as Amended and
                  Restated Effective January 1, 1996.

    5.1           Opinion of Proskauer Rose Goetz &
                  Mendelsohn LLP.

    5.2           Internal Revenue Service Determination letter
                  with report to the Plan.

    23.1          Consent of Proskauer Rose Goetz &
                  Mendelsohn LLP. (included in their opinion
                  filed as Exhibit 5.1).

    23.2          Consent of Grant Thornton LLP.

     24           Power of Attorney (included on the Signature
                  Pages to this Registration Statement).
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 24212}]
{"company-data": {"conformed-name": "COMPUTER HORIZONS CORP", "cik": "0000023019", "assigned-sic": "7371", "irs-number": "132638902", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-64763", "film-number": "95599402"}, "business-address": {"street1": "49 OLD BLOOMFIELD AVENUE", "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 December 5, 1995

                                                      Registration No.
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
             -----------------------------------------------------

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

                            COMPUTER HORIZONS CORP.
                                      and
                            COMPUTER HORIZONS CORP.
                            EMPLOYEE'S SAVINGS PLAN
             -----------------------------------------------------
            (Exact name of registrants as specified in its charter)

                 New York                                 13-2638902
- ----------------------------------------    ------------------------------------
       (State or other jurisdiction                   (I.R.S. Employer
     of incorporation or organization)                Identification No.)

         49 Old Bloomfield Avenue                           07046
        Mountain Lakes, New Jersey                    ------------------
- ----------------------------------------                  (Zip Code)
 (Address of Principal Executive Offices)

                            COMPUTER HORIZONS CORP.
                            EMPLOYEE'S SAVINGS PLAN
             -----------------------------------------------------
                            (Full title of the plan)

                              Mr. John J. Cassese
                            Computer Horizons Corp.
                            49 Old Bloomfield Avenue
                        Mountain Lakes, New Jersey 07046
             -----------------------------------------------------
                    (Name and address of agent for service)

                                 (201) 402-7400
         -------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                                   Copies to:

                            Robert A. Cantone, Esq.
                     Proskauer Rose Goetz & Mendelsohn LLP
                                 1585 Broadway
                            New York, New York 10036
                                 (212) 969-3000
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
       Title of securities            Amount to be          Proposed maximum           Proposed maximum                Amount of
       to be registered (3)          registered (1)     offering price per share   aggregate offering price (2)     registration fee
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.10             250,000               $32.8125                  $8,205,125                    $2,828.66  
====================================================================================================================================

(1)  Represents  the  maximum  of number of shares of Common  Stock  that may be
     acquired  by the  Trustee  under the  Computer  Horizons  Corp.  Employee's
     Savings Plan during the remainder of 1995 and subsequent  years until a new
     registration statement becomes effective.

(2)  Estimated  solely for  purposes of  calculating  the  registration  fee and
     computed in accordance with Securities Act Rule 457(c) using the average of
     the high and low prices of the Common Stock reported on the National Market
     System of the National  Association of Securities  Dealers,  Inc. Automated
     Quotation System on November 28, 1995.

(3)  Pursuant to Rule 416(c) under the Securities Act of 1933, as amended,  this
     Registration  Statement  also  registers  an  indeterminate  amount of plan
     interests to be offered pursuant to the Computer Horizons Corp.  Employee's
     Savings Plan.

====================================================================================================================================
PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

         The Section 10(a) prospectus for the Computer Horizons Corp. Employee's
Savings  Plan (the "Plan") is not being filed with the  Securities  and Exchange
Commission as part of this Registration Statement.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Incorporation Of Documents By Reference.

         The  documents   listed  below  are  hereby   incorporated   into  this
Registration Statement:

         1. Computer Horizon Corp.'s (the "Company")  Annual Report on Form 10-K
for the year ended December 31, 1994;

         2 The  Company's  Quarterly  Report on Form 10-Q for the quarter  ended
March 30, 1995;

         3. The  Company's  Quarterly  Report on Form 10-Q for the quarter ended
June 28, 1995;

         4. The  Company's  Quarterly  Report on Form 10-Q for the quarter ended
September 27, 1995; and

         5. The description of the Company's  Common Stock,  par value $.10 (the
"Common  Stock"),  and Series A Preferred Stock Purchase Rights contained in the
Company's Current Report on Form 8-K, as amended, dated November 27, 1995.

         All documents subsequently filed by the Company or the Plan pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange  Act"),  prior  to the  filing  of a  post-effective  amendment  which
indicates that all securities  offered hereby have been sold or which  registers
all  securities   offered  hereby  then  remaining  unsold,  are  deemed  to  be
incorporated herein by reference and to be a part hereof from the date of filing
of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         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,  judgements,  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 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  $5,000,000  directors'  and  officers'
liability insurance policy.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.
ITEM 8.  EXHIBITS.

         The  following  instruments  and  documents are included as exhibits to
this Registration Statement.
Exhibit
   Number                              Description                                      Incorporated by Reference to:
- -------------    --------------------------------------------------------    ---------------------------------------------------
4.1          Rights Agreement dated as of July 6, 1989                   Exhibit 1  to  the  Company's  Registration  
                 between  the Company and Chemical  Bank,  as                Statement on Form 8-A dated July 7, 1989.
                 Rights Agent ("Rights Agreement") which
                 includes the form of Rights Certificate as Exhibit B.

    4.2          Amendment No. 1 dated as of February 13,                    Exhibit 1 to the Company's Amendment
                 1990 to Rights Agreement.                                   No. 1 on Form 8 dated February 13, 1990
                                                                             to the Company's Registration Statement
                                                                             on Form 8-A.

    4.3          Amendment No. 2 dated as of August 10, 1994                 Exhibit 4(c) to the Company's Annual
                 to Rights Agreement.                                        Report on Form 10-K for the year ended
                                                                             December 31, 1994.
    4.4          Computer Horizons Corp. Employee's Savings
                 Plan and Amendment Number One.

    4.5          Computer Horizons Corp. Employee's Savings
                 Plan Trust Agreement as Amended and
                 Restated Effective January 1, 1996.

    5.1          Opinion of Proskauer Rose Goetz &
                 Mendelsohn LLP.

    5.2          Internal Revenue Service determination letter
                 with respect to the Plan.1

    23.1         Consent of Proskauer Rose Goetz &
                 Mendelsohn LLP. (included in their opinion
                 filed as Exhibit 5).

    23.2         Consent of Grant Thornton LLP.

     24          Power of Attorney (included on the Signature
                 Pages to this Registration Statement).
- ---------------------
(1)  The Registrants undertake to submit the Plan as amended by Amendment Number
     One to the Internal  Revenue  Service (the "IRS") in a timely manner and to
     make all  changes  required  by the IRS in order to qualify  the Plan as so
     amended.
ITEM 9.  UNDERTAKINGS.

The undersigned Registrants hereby undertake:

         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;

              (ii) to  reflect  in the  prospectus  any facts or events  arising
     after the effective date of the registra-tion 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.  Notwithstanding  the  foregoing,  any increase or
     decrease  in volume of  securities  offered (if the total  dollar  value of
     securities  offered  would not exceed  that which was  registered)  and any
     deviation from the low or high end of the estimated  maximum offering range
     may be  reflected  in the form of  prospectus  filed  with  the  Commission
     pursuant  to Rule  424(b)  (ss.  230.424(b)  of this  chapter)  if,  in the
     aggregate,  the  changes in volume and price  represent  no more than a 20%
     change  in  the  maximum   aggregate   offering  price  set  forth  in  the
     "Calculation  of  Registration  Fee"  table in the  effective  registration
     statement.

              (iii) to include any material information with respect to the plan
     of distribution not previously dis-closed 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
     registration  statement  is on Form S-3 or Form  S-8,  and the  information
     required to be included in a  post-effective  amendment by those paragraphs
     is  contained  in periodic  reports  filed by the  Registrants  pursuant to
     Section 13 or Section  15(d) of the Exchange Act that are  incorporated  by
     reference in the 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 the 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.

         The  undersigned  Registrants  hereby  undertake  that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual  report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act
(and, where applicable,  each filing of an employee benefit plan's annual report
pursuant to Section 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.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrants pursuant to the foregoing provisions,  or otherwise, the Registrants
have 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 Registrants of expenses
incurred or paid by a director, officer or controlling person of the Registrants
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  Registrants  will,  unless in the  opinion of its  counsel the
matter  has been  settled  by  controlling  precedent,  submit  to a court of an
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.
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1993,  the
Computer Horizons Corp. 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 November
30, 1995.

                               COMPUTER HORIZONS CORP.

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

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  hereby  constitutes  and  appoints  John J. Cassese and Bernhard
Hubert,  and  either  of  them,  his   attorney-in-fact,   with  full  power  of
substitution,  for him in all capacities,  to execute any amendments  (including
post-effective  amendments) to this Registration Statement and to file the same,
with  exhibits  thereto and other  documents in connection  therewith,  with the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
said attorneys-in-fact, or either of them, or their substitutes, may do or cause
to be done by virtue hereof.

         Pursuant to the  requirements of the Securities Act, this  registration
statement has been signed by the following  persons in the capacities  indicated
on November 30, 1995.

        /s/ JOHN J. CASSESE              Chairman of the Board and President
        -------------------------        (Principal Executive Officer)
        John J. Cassese                  

        /s/ BERNHARD HUBERT              Executive Vice President,
        -------------------------        Chief Financial Officer and Director
        Bernhard Hubert                  (Principal Financial Officer)
                                 

        /s/ MICHAEL J. SHEA              Chief Accounting Officer and Controller
        -------------------------        (Principal Accounting Officer)
        Michael J. Shea                  

        /s/ THOMAS J. BERRY                  Director
        -------------------------
        Thomas J. Berry

        /s/ ROCCO MARANO                     Director
        -------------------------
        Rocco Marano

        /s/ WILFRED R. PLUGGE                Director
        -------------------------
        Wilfred R. Plugge
Pursuant  to the  requirements  of  the  Securities  Act of  1933,
Computer  Horizons Corp.,  as the Plan  Administrator  of the Computer  Horizons
Corp. Employee's Savings Plan, 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 November 30, 1995.

                       COMPUTER HORIZONS CORP. 
                       EMPLOYEE'S SAVINGS PLAN
                       By Computer Horizon Corp.

                       By  /s/ JOHN J. CASSESE
                           -----------------------------------
                           John J. Cassese
                           Chairman of the Board and President
INDEX TO EXHIBITS
  Exhibit
   Number                              Description                                      Incorporated by Reference to:
- -------------    --------------------------------------------------------    ---------------------------------------------------
4.1           Rights Agreement dated as of July 6, 1989                   Exhibit 1 to the Company's Registration
                  between the Company and Chemical Bank, as                   Statement on Form 8-A dated July 7,
                  Rights Agent ("Rights Agreement") which                     1989.
                  includes the form of Rights Certificate as
                  Exhibit B.

    4.2           Amendment No. 1 dated as of February 13,                    Exhibit 1 to the Company's Amendment
                  1990 to Rights Agreement.                                   No. 1 on Form 8 dated February 13, 1990
                                                                              to the Company's Registration Statement
                                                                              on Form 8-A.

    4.3           Amendment No. 2 dated as of August 10,                      Exhibit 4(c) to the Company's Annual
                  1994 to Rights Agreement.                                   Report on Form 10-K for the year ended
                                                                              December 31, 1994.
    4.4           The Computer Horizons Corp. Employee's
                  Savings Plan and Amendment Number One.

    4.5           Computer Horizons Corp. Employee's Savings
                  Plan Trust Agreement as Amended and
                  Restated Effective January 1, 1996.

    5.1           Opinion of Proskauer Rose Goetz &
                  Mendelsohn LLP.

    5.2           Internal Revenue Service Determination letter
                  with report to the Plan.

    23.1          Consent of Proskauer Rose Goetz &
                  Mendelsohn LLP. (included in their opinion
                  filed as Exhibit 5.1).

    23.2          Consent of Grant Thornton LLP.

     24           Power of Attorney (included on the Signature
                  Pages to this Registration Statement).