As filed with the Securities and Exchange Commission on August 15, 2000
                                                Registration No. 333-___________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 -------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 FIND/SVP, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    New York
--------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   13-2670985
--------------------------------------------------------------------------------
                     (I.R.S. employer identification number)

              625 Avenue of the Americas, New York, New York, 10011
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)

                      FIND/SVP, INC. 1996 Stock Option Plan
--------------------------------------------------------------------------------
                            (Full title of the plan)

                                Andrew P. Garvin
                                 FIND/SVP, Inc.
                           625 Avenue of the Americas
                            New York, New York 10011
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (212) 645-4500
--------------------------------------------------------------------------------
          Telephone number, including area code, of agent for service.
                                   - copy to -
                                Howard S. Breslow
                              Breslow & Walker, LLP
                        100 Jericho Quadrangle, Suite 230
                             Jericho, New York 11753
                                 (516) 822-6505

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


<PAGE>




                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
  Title of securities to be        Amount to be      Proposed maximum      Proposed maximum          Amount of
          registered              registered(1)     offering price per    aggregate offering     registration fee
                                                           share                 price
------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                  <C>                   <C>                     <C>
Common Stock, par value              500,000(1)           $1.125(2)             $562,500                $148.50
$.0001 per share

===================================================================================================================
</TABLE>

Total          $143.22

(1) Represents  additional  shares of common stock  issuable under the FIND/SVP,
    Inc. 1996 Stock Option Plan (the  "Plan"),  by virtue of an amendment to the
    Plan increasing the number of shares  issuable  thereunder from 1,150,000 to
    1,650,000. Also covered hereby are such additional shares as may be issuable
    in  accordance  with the  terms of the Plan in the  event of a stock  split,
    reorganization,  merger,  recapitalization  or similar  event  affecting the
    500,000 shares being registered.

(2) Estimated  solely for the purpose of calculating  the  registration  fee and
    calculated  on the basis of the  average of the bid and asked  prices of the
    common stock on August 9, 2000, as reported by NASDAQ,  in  accordance  with
    Rule 457(h) under the Securities Act of 1933, as amended.






                                       2
<PAGE>



                           INCORPORATION BY REFERENCE

          Pursuant  to  General   Instruction   E  on  Form  S-8  regarding  the
registration of additional securities,  FIND/SVP, INC. (the "Company") is hereby
registering  additional  shares of Common  Stock in the  number set forth on the
cover page of this Registration Statement.  Such shares are of the same class as
other securities of the Company for which previous registration  statements have
been filed with the Securities and Exchange Commission relating to the Plan, and
such  registration  statements,  as listed below,  are incorporated by reference
herein:

         Registration  Statement on Form S-8  (Registration No. 333-22445) filed
         on February 27, 1997.

         Registration  Statement on Form S-8  (Registration No. 333-68315) filed
         on December 11, 1998.


                             ADDITIONAL INFORMATION



          On July 10,  2000,  the  Company's  Board  of  Directors  approved  an
amendment to the Plan to increase the number of shares of common stock  issuable
thereunder  from  1,150,000  to  1,650,000.  On July  10,  2000,  the  Company's
stockholders approved such amendment.  Currently,  there are options to purchase
834,650 shares of common stock issued and outstanding under the Plan.





                                       3
<PAGE>


ITEM 8. EXHIBITS
EXHIBIT                          DESCRIPTION              SEQUENTIALLY NUMBERED
                                                           PAGE WHERE LOCATED
4                    FIND/SVP, Inc. 1996 Stock Option             6
                     Plan, as amended through July 10,
                     2000

5                    Opinion of Breslow & Walker, LLP as          13
                     to the legality of the securities
                     being offered

23(a)                Independent Auditors' Consent - KPMG         14

23(b)                Independent Auditors' Consent -              15
                     Deloitte & Touche

23(c)                Consent of Breslow & Walker, LLP             --
                     (included in Exhibit 5)






                                       4
<PAGE>



                                   SIGNATURES


          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized  in the City of New  York,  State of New  York,  as this  15th day of
August, 2000.

                                FIND/SVP, Inc.

                                By: /s/ ANDREW P. GARVIN
                                    --------------------------------------------
                                    Andrew P. Garvin, President
                                    (Principal Executive Officer)


                                By: /s/ FRED GOLDEN
                                    --------------------------------------------
                                    Fred Golden, Vice President-Finance and
                                    Administration, Chief Financial Officer,
                                    Secretary and Treasurer (Principal Financial
                                    and Accounting Officer)



          Pursuant  to the  requirements  of the  Securities  Act  of  1933,  as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.

                 SIGNATURE                         TITLE              DATE

/s/ ANDREW P. GARVIN                             Director       August 15, 2000
----------------------------------------
            Andrew P. Garvin

/s/  BRIGITTE DE GASTINES                        Director       August 15, 2000
----------------------------------------
          Brigitte de Gastines

/s/ HOWARD S. BRESLOW                            Director       August 15, 2000
----------------------------------------
            Howard S. Breslow

/s/ FREDERICK H. FRUITMAN                        Director       August 15, 2000
----------------------------------------
          Frederick H. Fruitman
                                                 Director       August 15, 2000
----------------------------------------
            Jean-Louis Bodmer
                                                 Director       August 15, 2000
----------------------------------------
              Eric Cachart

                                       5
<PAGE>


                                                                       Exhibit 4

                                 FIND/SVP, INC.
                             1996 STOCK OPTION PLAN
                       (AS AMENDED THROUGH JULY 10, 2000)


1.   PURPOSE OF PLAN

     The purpose of this 1996 Stock  Option Plan (the  "Plan") is to further the
growth and  development of FIND/SVP,  INC. (the  "Company") by  encouraging  and
enabling  employees,  including  officers,  directors  of  and  consultants  and
advisors to the Company, to obtain a proprietary interest in the Company through
the ownership of stock,  thereby  providing such persons with an added incentive
to  continue  in the employ or service of the  Company  and to  stimulate  their
efforts in promoting the growth,  efficiency and  profitability  of the Company,
and  affording  the  Company a means of  attracting  to its  service  persons of
outstanding quality.

2.   SHARES OF STOCK SUBJECT TO THE PLAN

     Subject to the  provisions of Section 12 hereof,  an aggregate of 1,650,000
shares of the common stock,  par value $.0001 per share, of the Company ("Common
Stock") shall be reserved for issuance upon the exercise of options which may be
granted from time to time in  accordance  with the Plan.  Such shares may be, in
whole  or in  part,  as the  Board  of  Directors  of  the  Company  ("Board  of
Directors") shall from time to time determine, authorized but unissued shares or
issued shares which have been reacquired by the Company.  If, for any reason, an
option shall lapse,  expire or terminate  without having been exercised in full,
the  unpurchased  shares  underlying  these options shall (unless the Plan shall
have been terminated) again be available for the purpose of the Plan.

3.   ADMINISTRATION

     (a) The Board of Directors  shall  administer the Plan and,  subject to the
provisions of the Plan,  shall have authority in its discretion to determine and
designate from time to time those persons  eligible for a grant of options under
the Plan, those persons to whom options are to be granted, the purchase price of
the shares  covered by each option,  the time or times at which options shall be
granted,  and the manner in which said options are  exercisable.  In making such
determination,  the Board of  Directors  may take into account the nature of the
services  rendered  by the  respective  persons,  their  present  and  potential
contributions  to the  Company's  success and such other factors as the Board of
Directors in its sole  discretion  shall deem  relevant.  Subject to the express
provisions  of the Plan,  the Board of  Directors  shall also have  authority to
interpret  the Plan,  to  prescribe,  amend and  rescind  rules and  regulations
relating to it, to determine  the terms and  provisions  of the  instruments  by
which options shall be evidenced, which shall not be inconsistent with the terms
of the Plan, and to make all other determinations necessary or advisable for the
administration of the Plan, all of which  determinations shall be final, binding
and conclusive.

                                       6
<PAGE>


     (b) The Board of Directors may, at its  discretion,  in accordance with the
provisions of Article III,  Section 11 of the Company's  By-Laws,  by resolution
adopted by the affirmative  vote of a majority of the entire Board of Directors,
appoint from among its members a Stock Option Plan Committee (the  "Committee").
Such  Committee  shall be composed of three or more directors and shall have and
may exercise  any and all of the powers  relating to the  administration  of the
Plan and the grant of options  hereunder as are set forth above in Section 3(a),
as the Board of  Directors  shall  confer and  delegate.  The Board of Directors
shall have the power at any time to fill  vacancies in, to change the membership
of, or to  discharge,  such  Committee.  The  Committee  shall select one of its
members as its  Chairman  and shall hold its  meetings  at such time and at such
places as it shall deem advisable. A majority of such Committee shall constitute
a quorum and such majority shall determine its action.  The Committee shall keep
minutes of its  proceedings  and shall report the same to the Board of Directors
at the meeting next succeeding.  No director or member of the Committee shall be
liable for any action or  determination  made in good faith with  respect to the
Plan or any option granted thereunder.

     (c) Any  provision  of the Plan to the  contrary  notwithstanding,  options
granted to eligible outside  directors  pursuant to Section 3(d) hereof shall be
automatic,  without any  discretion on the part of the Board of Directors or the
Committee, as the case may be, with respect to the grantee, the number of shares
of Common Stock subject to such options, the term of the options or the exercise
price of the options.

     (d)  Throughout  the term of the Plan,  on the first  business  day of each
year,  each  outside  director of the Company  shall be granted a  Non-Incentive
Stock Option to purchase 2,500 shares of Common Stock at an exercise price equal
to the fair market value of Common  Stock on the date of grant.  For purposes of
this  section,  fair market value shall mean (i) in the event that the Company's
Common Stock is not listed on a national exchange,  the closing bid price of the
Company's Common Stock as quoted on NASDAQ on the day immediately  preceding the
date of grant,  or (ii) in the event  that the  Company's  Common  Stock is also
traded on an exchange,  the higher of the NASDAQ price and the closing  price of
the Company's  Common Stock on such  exchange on the date of grant,  or (iii) in
the event that the  Company's  Common Stock is only traded on an  exchange,  the
closing  price of the Common Stock on the date of grant.  Such options  shall be
immediately exercisable and expire five (5) years after the date of grant.

4.   PERSONS TO WHOM SHARES MAY BE GRANTED

     Options  may be  granted  to  persons  who are,  at the time of the  grant,
employees,  including officers,  directors of, or consultants or advisors to the
Company or any subsidiary corporation (as defined in Section 425 of the Internal
Revenue  Code of 1986,  as  amended  (the  "Code"),  and herein  referred  to as
"Subsidiary"),  including  part-time  employees,  as the Board of Directors  (or
Committee)  shall  select  from time to time from among those  nominated  by the
Board of Directors (or  Committee).  For the purposes of this Plan,  options may
only be granted to those  consultants  and  advisors  who shall render bona fide
services to the Company and such  services  must not be in  connection  with the
offer or sale of securities  in a capital  raising  transaction.  Subject to the
provisions  hereinafter  set  forth,  options  granted  under the Plan  shall be
designated  either (i)


                                       7
<PAGE>


"Incentive  Stock  Options"  (which  term,  as used  herein,  shall mean options
intended to be "incentive  stock  options"  within the meaning of Section 422 of
the Code) or (ii)  "Non-Incentive  Stock  Options"  (which term, as used herein,
shall mean  options  not  intended to be  incentive  stock  options"  within the
meaning of  Section  422 of the Code).  Each  option  granted to a person who is
solely a director of the Company or a Subsidiary  on the date of the grant shall
be designated a Non-Incentive Stock Option.

     The Board of Directors (or Committee)  may grant,  at any time, new options
to a person who has previously  received  options whether such prior options are
still  outstanding,  have  previously  been exercised in whole or in part,  have
expired,  or are canceled in  connection  with the issuance of new options.  The
purchase  price of the new options may be  established by the Board of Directors
(or Committee) without regard to the existing option price.

5.   OPTION PRICE

     (a) The purchase price of the Common Stock  underlying each option shall be
determined by the Board of Directors (or Committee),  which  determination shall
be final, binding and conclusive;  provided, however, that in no event shall the
purchase price of Incentive Stock Options be less than 100% (110% in the case of
optionees  who own  more  than 10% of the  total  combined  voting  power of all
classes of stock of the Company) of the fair market value of the Common Stock on
the date the option is granted. In determining such fair market value, the Board
of Directors (or  Committee)  shall consider (i) the closing price of the Common
Stock on the date on which the option is granted (if such Common Stock is listed
on a national securities exchange); (ii) the closing bid prices as quoted by the
National Quotation Bureau or a recognized dealer in the Common Stock on the date
of grant (if such  Common  Stock is not listed on such an  exchange);  and (iii)
such  other  factors  as the  Board  of  Directors  (or  Committee)  shall  deem
appropriate  or which may be  relevant  under  applicable  federal  tax laws and
Internal  Revenue rules and  regulations.  For purposes of the Plan, the date of
grant  of an  option  shall  be the date on which  the  Board of  Directors  (or
Committee) shall by resolution duly authorize such option.

     (b) The aggregate fair market value (as defined  above),  determined at the
time the Incentive  Stock Options are granted,  of the Common Stock with respect
to which  Incentive  Stock  Options  are  exercisable  for the first  time by an
employee during any calendar year shall not exceed $100,000. Non-Incentive Stock
Options shall not be subject to the limitations of this paragraph 5(b).

6.   EXERCISE OF OPTIONS

     (a) Subject to the provisions set forth in Sections 9, 10 and 11 hereof, no
option  shall be  exercisable  unless  the  holder  thereof  shall  have been an
employee,  including an officer or director of the Company  and/or a Subsidiary,
from the date of the granting of the option until the date of exercise.

     (b) The number of shares  which are issued  pursuant to the  exercise of an
option shall be charged  against the maximum  limitations on shares set forth in
Section 2 hereof.

                                       8
<PAGE>


          (c) The exercise of an option shall be made contingent upon receipt by
the  Company  from  the  holder  thereof  of (i) a  written  representation  and
acknowledgement  that at the  time  of  such  exercise  it is his  then  present
intention  to acquire the option  shares for  investment  and not with a view to
distribution or resale thereof,  that he knows that the Company is not obligated
to  register  the option  shares and that the option  shares may have to be held
indefinitely  unless an  exemption  from the  registration  requirements  of the
Securities  Act of 1933, as amended,  is available or the Company has registered
the shares  underlying  the options,  that the Company may place a legend on the
certificate(s)  evidencing the option shares  reflecting the fact that they were
acquired for  investment  and cannot be sold or  transferred  unless  registered
under the Securities Act of 1933, as amended,  or unless counsel for the Company
is satisfied that the circumstances of the proposed transfer do not require such
registration  and (ii) payment in full of the purchase price of the shares being
purchased.  Payment may be made (a) in cash,  (b) by certified  check payable to
the order of the Company in the amount of such purchase  price,  (c) by delivery
to the Company of shares of Common  Stock  having a fair  market  value equal to
such purchase price, (d) by irrevocable  instructions to a broker to sell shares
of Common Stock to be issued upon  exercise of the option,  provided such shares
are  registered  and  transferable,  and to deliver to the Company the amount of
sale proceeds  necessary to pay such purchase price and to deliver the remaining
cash proceeds,  less  commissions and brokerage fees to the optionee,  or (e) by
any combination of the methods of payment described in (a) through (d) above.

7.   TERM OF OPTIONS

     The period during which each option granted  hereunder shall be exercisable
shall be determined by the Board of Directors (or Committee); provided, however,
that no option shall be exercisable for a period  exceeding ten (10) years (five
(5) years in the case of optionees  who own more than 10% of the total  combined
voting power of all classes of stock of the  Company)  from the date the options
are granted.

8.   NON-TRANSFERABILITY OF OPTIONS

     No option granted  pursuant to this Plan shall be subject to  anticipation,
sale, assignment, pledge, encumbrance or charge or otherwise transferable except
by  will or the  laws of  descent  and  distribution,  and an  option  shall  be
exercisable during the lifetime of the holder thereof only by such holder.

9.   TERMINATION OF SERVICES

     In the event  that an  employee  or any other  person to whom an option has
been granted  under the Plan shall cease to be an employee,  officer or director
of the Company or a Subsidiary,  by reason of a termination of such relationship
without cause and other than by reason of death, disability or retirement at age
65, such  holder may  exercise  such option at any time prior to the  expiration
date of the  option  or  within  three  months  after  the date of  termination,
whichever  is  earlier,  but only to the  extent  the  holder  had the  right to
exercise such option on the date of


                                       9
<PAGE>


termination. In the event that an employee or any other person to whom an option
has been  granted  under the Plan  shall  cease to be an  employee,  officer  or
director  of the Company or a  Subsidiary,  by reason of a  termination  of such
relationship for cause or by the voluntary  resignation of the employee or other
person to which an option has been  granted,  and other than by reason of death,
disability or retirement at age 65, such options shall  forthwith  automatically
terminate,  lapse and expire.  So long as the holder of an option shall continue
to be in the employ, or continue to be a director, of the Company or one or more
of its Subsidiaries, such holder's option shall not be affected by any change of
duties or position. Absence on leave approved by the employing corporation shall
not be considered an  interruption of employment for any purpose under the Plan.
The  granting  of an  option in any one year  shall  not give the  holder of the
option any rights to similar  grants in future years or any right to be retained
in the employ or service of the Company or any of its  Subsidiaries or interfere
in any way with the right of the  Company or any such  Subsidiary  to  terminate
such holder's employment or services at any time. Notwithstanding the foregoing,
no option may be exercised after ten years from the date of its grant.

10.  RETIREMENT OR DISABILITY OF HOLDER OF OPTION

     If any person to whom an option has been granted under the Plan shall cease
to be an employee, officer or director of the Company or a Subsidiary, by reason
of  disability  or retirement at age 65, such holder may exercise such option at
any time prior to the expiration  date of the option or within three months (one
year in the case of  termination  by  reason  of  disability)  after the date of
termination  for such reason,  whichever is earlier,  but only to the extent the
holder  had the  right to  exercise  such  option  on the  date of  termination.
Notwithstanding  the foregoing,  no option may be exercised after ten years from
the date of its grant.

11.  DEATH OF HOLDER OF OPTION

     If any person to whom an option has been granted under the Plan shall cease
to be an employee,  officer or director of the Company or a Subsidiary by reason
of  death,  or a holder  of an  option  shall  die  within  three  months  after
termination  by reason of retirement  at age 65 or otherwise,  the option may be
exercised  by the  person or  persons to whom the  optionee's  rights  under the
option are transferred by will or by the laws of descent and distribution at any
time prior to the expiration  date of the option or within three months from the
date of death,  whichever  is earlier,  but only to the extent the holder of the
option had the right to exercise  such  option on the date of such  termination.
Notwithstanding  the foregoing,  no option may be exercised after ten years from
the date of its grant.

12.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

     If the shares of Common Stock  outstanding  are changed in number,  kind or
class  by  reason  of  a  stock  split,  combination,   merger,   consolidation,
reorganization,  reclassification, exchange or any capital adjustment, including
a stock dividend,  or if any  distribution is made to shareholders  other than a
cash  dividend  and the  Board  of  Directors  deems it  appropriate  to make an
adjustment, then (i) the aggregate number and class of shares that may be issued
or transferred  pursuant to


                                       10
<PAGE>


Section  2,  (ii) the  number  and  class of shares  which  are  issuable  under
outstanding  options,  and (iii) the  purchase  price to be paid per share under
outstanding options, shall be adjusted as hereinafter provided.

     Adjustments  under  this  Section 12 shall be made in a  proportionate  and
equitable manner by the Board of Directors (or Committee),  whose  determination
as to what  adjustments  shall be made, and the extent thereof,  shall be final,
binding and conclusive. In the event that a fraction of a share results from the
foregoing adjustment,  said fraction shall be eliminated and the price per share
of the remaining shares subject to the option adjusted accordingly.

     In the event of a liquidation of the Company,  or a merger,  reorganization
or consolidation of the Company with any other  corporation in which the Company
is not  the  surviving  corporation  or  the  Company  becomes  a  wholly  owned
subsidiary of another  corporation,  any unexercised options theretofore granted
under the Plan shall be deemed canceled unless the surviving  corporation in any
such merger, reorganization or consolidation elected to assume the options under
the Plan or to issue  substitute  options in place thereof;  provided,  however,
that, notwithstanding the foregoing, if such options would otherwise be canceled
in accordance with the foregoing, the optionee shall have the right, exercisable
during a ten-day  period  ending  on the  fifth  day prior to such  liquidation,
merger or  consolidation,  to  exercise  the  option in whole or in part,  as to
shares vested as of the date of such transaction. Notwithstanding the above, any
option  exercise  that  would  be  prohibited  but for this  provision  shall be
effective  only upon the closing of such  transaction.  Any  fraction of a share
resulting from the foregoing  adjustments  shall be eliminated and the price per
share of the remaining share subject to such option adjustment.  The granting of
an option  pursuant  to this Plan shall not affect in any way the right or power
of the  Company  to  make  adjustments,  reorganizations,  reclassifications  or
changes of its capital or business structure or to merge, consolidate, dissolve,
liquidate or sell or transfer all or any part of its business or assets.


13.  VESTING OF RIGHTS UNDER OPTIONS

     Nothing  contained  in this  Plan  or in any  resolution  adopted  or to be
adopted by the Board of Directors  (or  Committee)  or the  shareholders  of the
Company shall constitute the vesting of any rights under any option. The vesting
of such  rights  shall take place  only when a written  agreement  shall be duly
executed and delivered by and on behalf of the Company to the person to whom the
option shall be granted.

14.  RIGHTS AS A SHAREHOLDER

     A holder of an option shall have no rights of a shareholder with respect to
any  shares  covered  by his  option  until  the  date  of  issuance  of a stock
certificate to him for such shares.

15.  TERMINATION AND AMENDMENT

     The Board of Directors may, at any time,  terminate or suspend this Plan or
make such


                                       11
<PAGE>


modifications  or  amendments  thereto  as it shall  deem  advisable;  provided,
however,  that no termination,  modification or amendment shall adversely affect
the rights of a holder of an option previously granted under the Plan.

16.  MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS

     Subject to the terms and conditions and within the limitations of the Plan,
the Board of Directors (or  Committee) may modify,  extend or renew  outstanding
options  granted under the Plan, or accept the surrender of outstanding  options
(to the extent not  theretofore  exercised)  and  authorize  the granting of new
options in substitution therefor. Notwithstanding the foregoing, no modification
of an option shall,  without the consent of the holder thereof,  alter or impair
any rights or obligations under any option theretofore granted under the Plan.

17.  INDEMNIFICATION

     In addition  to such other  rights of  indemnification  as they may have as
members of the Board of Directors  (or  Committee),  the members of the Board of
Directors (or  Committee)  administering  the Plan shall be  indemnified  by the
Company against reasonable  expenses,  including  attorneys' fees,  actually and
necessarily  incurred in  connection  with the  defense of any  action,  suit or
proceeding,  or in connection with any appeal  therein,  to which they or any of
them may be a party by reason of any action  taken or failure to act under or in
connection  with the Plan or any option  granted  thereunder,  and  against  all
amounts paid by them in settlement thereof (provided such settlement is approved
by  independent  legal  counsel  selected  by the  Company)  or  paid by them in
satisfaction of a judgment in any action, suit or proceeding, except in relation
to matters as to which it shall be adjudged in such action,  suit, or proceeding
that such member is liable for  negligence or misconduct in the  performance  of
his duties,  provided that within 60 days after  institution of any such action,
suit  or  proceeding,  the  member  shall  in  writing  offer  the  Company  the
opportunity, at its own expense, to handle and defend the same.

18.  EFFECTIVE DATE

     The Plan shall  become  effective  on January 29, 1996 upon its approval by
vote of the holders of shares of capital  stock of the Company  entitled to vote
thereon and shall  terminate on the close of business on January 28, 2006 and no
option may be granted under the Plan thereafter,  but such termination shall not
affect any option theretofore granted.

                                       12
<PAGE>


                                                                       Exhibit 5





                                           August 9, 2000



Board of Directors
FIND/SVP, Inc.
625 Avenue of the Americas
New York, NY 10011

Ladies and Gentlemen:

     It is our opinion that the sale of the securities being registered with the
Securities and Exchange  Commission  pursuant to the  Registration  Statement of
Cardiac  Science,  Inc. (the "Company") on Form S-8, which  securities are to be
offered to the Company's employees, directors, consultants and advisors pursuant
to the  Company's  1996 Stock  Option  Plan,  will,  when sold and paid for,  be
legally issued, fully paid and non-assessable.

     We  consent to the  filing of this  opinion as an exhibit of the  aforesaid
Registration Statement and further consent to the reference made to us under the
caption "Legal Opinion" in the Company's prospectus.

                                                       Sincerely,

                                                       /s/ BRESLOW & WALKER, LLP
                                                       -------------------------
                                                       Breslow & Walker, LLP


                                       13
<PAGE>


The Board of Directors
FIND/SVP, Inc.:

We consent to incorporation  by reference in the registration  statement on Form
S-8 of FIND/SVP,  Inc. for the issuance of 500,000  additional  shares of common
stock  under the  FIND/SVP,  Inc.  1996 Stock  Option  Plan of our report  dated
February 22, 1999, relating to the consolidated balance sheet of FIND/SVP,  Inc.
and  subsidiaries  as  of  December  31,  1998,  and  the  related  consolidated
statements of operations,  shareholders'  equity, and cash flows for each of the
years in the two-year period ended December 31, 1998, and the related  schedule,
which  report  appears in the  December  31, 1999 annual  report on Form 10-K of
FIND/SVP, Inc.




                                                              /s/ KPMG  LLP
                                                              -------------
                                                              KPMG LLP



New York, New York
August 11, 2000

                                       14
<PAGE>


                          INDEPENDENT AUDITORS' CONSENT



We consent to the incorporation by reference in this  Registration  Statement of
Find/SVP,  Inc. on Form S-8 of our reports dated March 24, 2000,  that have been
incorporated  by reference in  Registration  Statement No.  333-2245 on Form S-8
(pertaining to the Find/SVP,  Inc. 1996 Stock Option Plan),  and that originally
appear in the Annual  Report on Form 10-K of  Find/SVP,  Inc. for the year ended
December 31, 1999.



/s/  DELOITTE & TOUCHE LLP
--------------------------
Deloitte & Touche LLP
Stamford, Connecticut
August 9, 2000
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 35001}]
{"company-data": {"conformed-name": "FIND SVP INC", "cik": "0000801338", "assigned-sic": "8700", "irs-number": "132670985", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43940", "film-number": "704243"}, "business-address": {"street1": "625 AVE OF THE AMERICAS", "city": "NEW YORK", "state": "NY", "zip": "10011", "phone": "2126454500"}}
As filed with the Securities and Exchange Commission on August 15, 2000
                                                Registration No. 333-___________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 -------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 FIND/SVP, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    New York
--------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   13-2670985
--------------------------------------------------------------------------------
                     (I.R.S. employer identification number)

              625 Avenue of the Americas, New York, New York, 10011
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)

                      FIND/SVP, INC. 1996 Stock Option Plan
--------------------------------------------------------------------------------
                            (Full title of the plan)

                                Andrew P. Garvin
                                 FIND/SVP, Inc.
                           625 Avenue of the Americas
                            New York, New York 10011
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (212) 645-4500
--------------------------------------------------------------------------------
          Telephone number, including area code, of agent for service.
                                   - copy to -
                                Howard S. Breslow
                              Breslow & Walker, LLP
                        100 Jericho Quadrangle, Suite 230
                             Jericho, New York 11753
                                 (516) 822-6505

================================================================================
CALCULATION OF REGISTRATION FEE
===================================================================================================================
  Title of securities to be        Amount to be      Proposed maximum      Proposed maximum          Amount of
          registered              registered(1)     offering price per    aggregate offering     registration fee
                                                           share                 price
------------------------------------------------------------------------------------------------------------------
Common Stock, par value              500,000(1)           $1.125(2)             $562,500                $148.50
$.0001 per share

===================================================================================================================
Total          $143.22

(1) Represents  additional  shares of common stock  issuable under the FIND/SVP,
    Inc. 1996 Stock Option Plan (the  "Plan"),  by virtue of an amendment to the
    Plan increasing the number of shares  issuable  thereunder from 1,150,000 to
    1,650,000. Also covered hereby are such additional shares as may be issuable
    in  accordance  with the  terms of the Plan in the  event of a stock  split,
    reorganization,  merger,  recapitalization  or similar  event  affecting the
    500,000 shares being registered.

(2) Estimated  solely for the purpose of calculating  the  registration  fee and
    calculated  on the basis of the  average of the bid and asked  prices of the
    common stock on August 9, 2000, as reported by NASDAQ,  in  accordance  with
    Rule 457(h) under the Securities Act of 1933, as amended.

                                       2
INCORPORATION BY REFERENCE

          Pursuant  to  General   Instruction   E  on  Form  S-8  regarding  the
registration of additional securities,  FIND/SVP, INC. (the "Company") is hereby
registering  additional  shares of Common  Stock in the  number set forth on the
cover page of this Registration Statement.  Such shares are of the same class as
other securities of the Company for which previous registration  statements have
been filed with the Securities and Exchange Commission relating to the Plan, and
such  registration  statements,  as listed below,  are incorporated by reference
herein:

         Registration  Statement on Form S-8  (Registration No. 333-22445) filed
         on February 27, 1997.

         Registration  Statement on Form S-8  (Registration No. 333-68315) filed
         on December 11, 1998.

                             ADDITIONAL INFORMATION

          On July 10,  2000,  the  Company's  Board  of  Directors  approved  an
amendment to the Plan to increase the number of shares of common stock  issuable
thereunder  from  1,150,000  to  1,650,000.  On July  10,  2000,  the  Company's
stockholders approved such amendment.  Currently,  there are options to purchase
834,650 shares of common stock issued and outstanding under the Plan.

                                       3
ITEM 8. EXHIBITS
EXHIBIT                          DESCRIPTION              SEQUENTIALLY NUMBERED
                                                           PAGE WHERE LOCATED
4                    FIND/SVP, Inc. 1996 Stock Option             6
                     Plan, as amended through July 10,
                     2000

5                    Opinion of Breslow & Walker, LLP as          13
                     to the legality of the securities
                     being offered

23(a)                Independent Auditors' Consent - KPMG         14

23(b)                Independent Auditors' Consent -              15
                     Deloitte & Touche

23(c)                Consent of Breslow & Walker, LLP             --
                     (included in Exhibit 5)

                                       4
SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized  in the City of New  York,  State of New  York,  as this  15th day of
August, 2000.

                                FIND/SVP, Inc.

                                By: /s/ ANDREW P. GARVIN
                                    --------------------------------------------
                                    Andrew P. Garvin, President
                                    (Principal Executive Officer)

                                By: /s/ FRED GOLDEN
                                    --------------------------------------------
                                    Fred Golden, Vice President-Finance and
                                    Administration, Chief Financial Officer,
                                    Secretary and Treasurer (Principal Financial
                                    and Accounting Officer)

          Pursuant  to the  requirements  of the  Securities  Act  of  1933,  as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.

                 SIGNATURE                         TITLE              DATE

/s/ ANDREW P. GARVIN                             Director       August 15, 2000
----------------------------------------
            Andrew P. Garvin

/s/  BRIGITTE DE GASTINES                        Director       August 15, 2000
----------------------------------------
          Brigitte de Gastines

/s/ HOWARD S. BRESLOW                            Director       August 15, 2000
----------------------------------------
            Howard S. Breslow

/s/ FREDERICK H. FRUITMAN                        Director       August 15, 2000
----------------------------------------
          Frederick H. Fruitman
                                                 Director       August 15, 2000
----------------------------------------
            Jean-Louis Bodmer
                                                 Director       August 15, 2000
----------------------------------------
              Eric Cachart

                                       5
Exhibit 4

                                 FIND/SVP, INC.
                             1996 STOCK OPTION PLAN
                       (AS AMENDED THROUGH JULY 10, 2000)

1.   PURPOSE OF PLAN

     The purpose of this 1996 Stock  Option Plan (the  "Plan") is to further the
growth and  development of FIND/SVP,  INC. (the  "Company") by  encouraging  and
enabling  employees,  including  officers,  directors  of  and  consultants  and
advisors to the Company, to obtain a proprietary interest in the Company through
the ownership of stock,  thereby  providing such persons with an added incentive
to  continue  in the employ or service of the  Company  and to  stimulate  their
efforts in promoting the growth,  efficiency and  profitability  of the Company,
and  affording  the  Company a means of  attracting  to its  service  persons of
outstanding quality.

2.   SHARES OF STOCK SUBJECT TO THE PLAN

     Subject to the  provisions of Section 12 hereof,  an aggregate of 1,650,000
shares of the common stock,  par value $.0001 per share, of the Company ("Common
Stock") shall be reserved for issuance upon the exercise of options which may be
granted from time to time in  accordance  with the Plan.  Such shares may be, in
whole  or in  part,  as the  Board  of  Directors  of  the  Company  ("Board  of
Directors") shall from time to time determine, authorized but unissued shares or
issued shares which have been reacquired by the Company.  If, for any reason, an
option shall lapse,  expire or terminate  without having been exercised in full,
the  unpurchased  shares  underlying  these options shall (unless the Plan shall
have been terminated) again be available for the purpose of the Plan.

3.   ADMINISTRATION

     (a) The Board of Directors  shall  administer the Plan and,  subject to the
provisions of the Plan,  shall have authority in its discretion to determine and
designate from time to time those persons  eligible for a grant of options under
the Plan, those persons to whom options are to be granted, the purchase price of
the shares  covered by each option,  the time or times at which options shall be
granted,  and the manner in which said options are  exercisable.  In making such
determination,  the Board of  Directors  may take into account the nature of the
services  rendered  by the  respective  persons,  their  present  and  potential
contributions  to the  Company's  success and such other factors as the Board of
Directors in its sole  discretion  shall deem  relevant.  Subject to the express
provisions  of the Plan,  the Board of  Directors  shall also have  authority to
interpret  the Plan,  to  prescribe,  amend and  rescind  rules and  regulations
relating to it, to determine  the terms and  provisions  of the  instruments  by
which options shall be evidenced, which shall not be inconsistent with the terms
of the Plan, and to make all other determinations necessary or advisable for the
administration of the Plan, all of which  determinations shall be final, binding
and conclusive.

                                       6
(b) The Board of Directors may, at its  discretion,  in accordance with the
provisions of Article III,  Section 11 of the Company's  By-Laws,  by resolution
adopted by the affirmative  vote of a majority of the entire Board of Directors,
appoint from among its members a Stock Option Plan Committee (the  "Committee").
Such  Committee  shall be composed of three or more directors and shall have and
may exercise  any and all of the powers  relating to the  administration  of the
Plan and the grant of options  hereunder as are set forth above in Section 3(a),
as the Board of  Directors  shall  confer and  delegate.  The Board of Directors
shall have the power at any time to fill  vacancies in, to change the membership
of, or to  discharge,  such  Committee.  The  Committee  shall select one of its
members as its  Chairman  and shall hold its  meetings  at such time and at such
places as it shall deem advisable. A majority of such Committee shall constitute
a quorum and such majority shall determine its action.  The Committee shall keep
minutes of its  proceedings  and shall report the same to the Board of Directors
at the meeting next succeeding.  No director or member of the Committee shall be
liable for any action or  determination  made in good faith with  respect to the
Plan or any option granted thereunder.

     (c) Any  provision  of the Plan to the  contrary  notwithstanding,  options
granted to eligible outside  directors  pursuant to Section 3(d) hereof shall be
automatic,  without any  discretion on the part of the Board of Directors or the
Committee, as the case may be, with respect to the grantee, the number of shares
of Common Stock subject to such options, the term of the options or the exercise
price of the options.

     (d)  Throughout  the term of the Plan,  on the first  business  day of each
year,  each  outside  director of the Company  shall be granted a  Non-Incentive
Stock Option to purchase 2,500 shares of Common Stock at an exercise price equal
to the fair market value of Common  Stock on the date of grant.  For purposes of
this  section,  fair market value shall mean (i) in the event that the Company's
Common Stock is not listed on a national exchange,  the closing bid price of the
Company's Common Stock as quoted on NASDAQ on the day immediately  preceding the
date of grant,  or (ii) in the event  that the  Company's  Common  Stock is also
traded on an exchange,  the higher of the NASDAQ price and the closing  price of
the Company's  Common Stock on such  exchange on the date of grant,  or (iii) in
the event that the  Company's  Common Stock is only traded on an  exchange,  the
closing  price of the Common Stock on the date of grant.  Such options  shall be
immediately exercisable and expire five (5) years after the date of grant.

4.   PERSONS TO WHOM SHARES MAY BE GRANTED

     Options  may be  granted  to  persons  who are,  at the time of the  grant,
employees,  including officers,  directors of, or consultants or advisors to the
Company or any subsidiary corporation (as defined in Section 425 of the Internal
Revenue  Code of 1986,  as  amended  (the  "Code"),  and herein  referred  to as
"Subsidiary"),  including  part-time  employees,  as the Board of Directors  (or
Committee)  shall  select  from time to time from among those  nominated  by the
Board of Directors (or  Committee).  For the purposes of this Plan,  options may
only be granted to those  consultants  and  advisors  who shall render bona fide
services to the Company and such  services  must not be in  connection  with the
offer or sale of securities  in a capital  raising  transaction.  Subject to the
provisions  hereinafter  set  forth,  options  granted  under the Plan  shall be
designated  either (i)

                                       7
"Incentive  Stock  Options"  (which  term,  as used  herein,  shall mean options
intended to be "incentive  stock  options"  within the meaning of Section 422 of
the Code) or (ii)  "Non-Incentive  Stock  Options"  (which term, as used herein,
shall mean  options  not  intended to be  incentive  stock  options"  within the
meaning of  Section  422 of the Code).  Each  option  granted to a person who is
solely a director of the Company or a Subsidiary  on the date of the grant shall
be designated a Non-Incentive Stock Option.

     The Board of Directors (or Committee)  may grant,  at any time, new options
to a person who has previously  received  options whether such prior options are
still  outstanding,  have  previously  been exercised in whole or in part,  have
expired,  or are canceled in  connection  with the issuance of new options.  The
purchase  price of the new options may be  established by the Board of Directors
(or Committee) without regard to the existing option price.

5.   OPTION PRICE

     (a) The purchase price of the Common Stock  underlying each option shall be
determined by the Board of Directors (or Committee),  which  determination shall
be final, binding and conclusive;  provided, however, that in no event shall the
purchase price of Incentive Stock Options be less than 100% (110% in the case of
optionees  who own  more  than 10% of the  total  combined  voting  power of all
classes of stock of the Company) of the fair market value of the Common Stock on
the date the option is granted. In determining such fair market value, the Board
of Directors (or  Committee)  shall consider (i) the closing price of the Common
Stock on the date on which the option is granted (if such Common Stock is listed
on a national securities exchange); (ii) the closing bid prices as quoted by the
National Quotation Bureau or a recognized dealer in the Common Stock on the date
of grant (if such  Common  Stock is not listed on such an  exchange);  and (iii)
such  other  factors  as the  Board  of  Directors  (or  Committee)  shall  deem
appropriate  or which may be  relevant  under  applicable  federal  tax laws and
Internal  Revenue rules and  regulations.  For purposes of the Plan, the date of
grant  of an  option  shall  be the date on which  the  Board of  Directors  (or
Committee) shall by resolution duly authorize such option.

     (b) The aggregate fair market value (as defined  above),  determined at the
time the Incentive  Stock Options are granted,  of the Common Stock with respect
to which  Incentive  Stock  Options  are  exercisable  for the first  time by an
employee during any calendar year shall not exceed $100,000. Non-Incentive Stock
Options shall not be subject to the limitations of this paragraph 5(b).

6.   EXERCISE OF OPTIONS

     (a) Subject to the provisions set forth in Sections 9, 10 and 11 hereof, no
option  shall be  exercisable  unless  the  holder  thereof  shall  have been an
employee,  including an officer or director of the Company  and/or a Subsidiary,
from the date of the granting of the option until the date of exercise.

     (b) The number of shares  which are issued  pursuant to the  exercise of an
option shall be charged  against the maximum  limitations on shares set forth in
Section 2 hereof.

                                       8
(c) The exercise of an option shall be made contingent upon receipt by
the  Company  from  the  holder  thereof  of (i) a  written  representation  and
acknowledgement  that at the  time  of  such  exercise  it is his  then  present
intention  to acquire the option  shares for  investment  and not with a view to
distribution or resale thereof,  that he knows that the Company is not obligated
to  register  the option  shares and that the option  shares may have to be held
indefinitely  unless an  exemption  from the  registration  requirements  of the
Securities  Act of 1933, as amended,  is available or the Company has registered
the shares  underlying  the options,  that the Company may place a legend on the
certificate(s)  evidencing the option shares  reflecting the fact that they were
acquired for  investment  and cannot be sold or  transferred  unless  registered
under the Securities Act of 1933, as amended,  or unless counsel for the Company
is satisfied that the circumstances of the proposed transfer do not require such
registration  and (ii) payment in full of the purchase price of the shares being
purchased.  Payment may be made (a) in cash,  (b) by certified  check payable to
the order of the Company in the amount of such purchase  price,  (c) by delivery
to the Company of shares of Common  Stock  having a fair  market  value equal to
such purchase price, (d) by irrevocable  instructions to a broker to sell shares
of Common Stock to be issued upon  exercise of the option,  provided such shares
are  registered  and  transferable,  and to deliver to the Company the amount of
sale proceeds  necessary to pay such purchase price and to deliver the remaining
cash proceeds,  less  commissions and brokerage fees to the optionee,  or (e) by
any combination of the methods of payment described in (a) through (d) above.

7.   TERM OF OPTIONS

     The period during which each option granted  hereunder shall be exercisable
shall be determined by the Board of Directors (or Committee); provided, however,
that no option shall be exercisable for a period  exceeding ten (10) years (five
(5) years in the case of optionees  who own more than 10% of the total  combined
voting power of all classes of stock of the  Company)  from the date the options
are granted.

8.   NON-TRANSFERABILITY OF OPTIONS

     No option granted  pursuant to this Plan shall be subject to  anticipation,
sale, assignment, pledge, encumbrance or charge or otherwise transferable except
by  will or the  laws of  descent  and  distribution,  and an  option  shall  be
exercisable during the lifetime of the holder thereof only by such holder.

9.   TERMINATION OF SERVICES

     In the event  that an  employee  or any other  person to whom an option has
been granted  under the Plan shall cease to be an employee,  officer or director
of the Company or a Subsidiary,  by reason of a termination of such relationship
without cause and other than by reason of death, disability or retirement at age
65, such  holder may  exercise  such option at any time prior to the  expiration
date of the  option  or  within  three  months  after  the date of  termination,
whichever  is  earlier,  but only to the  extent  the  holder  had the  right to
exercise such option on the date of

                                       9
termination. In the event that an employee or any other person to whom an option
has been  granted  under the Plan  shall  cease to be an  employee,  officer  or
director  of the Company or a  Subsidiary,  by reason of a  termination  of such
relationship for cause or by the voluntary  resignation of the employee or other
person to which an option has been  granted,  and other than by reason of death,
disability or retirement at age 65, such options shall  forthwith  automatically
terminate,  lapse and expire.  So long as the holder of an option shall continue
to be in the employ, or continue to be a director, of the Company or one or more
of its Subsidiaries, such holder's option shall not be affected by any change of
duties or position. Absence on leave approved by the employing corporation shall
not be considered an  interruption of employment for any purpose under the Plan.
The  granting  of an  option in any one year  shall  not give the  holder of the
option any rights to similar  grants in future years or any right to be retained
in the employ or service of the Company or any of its  Subsidiaries or interfere
in any way with the right of the  Company or any such  Subsidiary  to  terminate
such holder's employment or services at any time. Notwithstanding the foregoing,
no option may be exercised after ten years from the date of its grant.

10.  RETIREMENT OR DISABILITY OF HOLDER OF OPTION

     If any person to whom an option has been granted under the Plan shall cease
to be an employee, officer or director of the Company or a Subsidiary, by reason
of  disability  or retirement at age 65, such holder may exercise such option at
any time prior to the expiration  date of the option or within three months (one
year in the case of  termination  by  reason  of  disability)  after the date of
termination  for such reason,  whichever is earlier,  but only to the extent the
holder  had the  right to  exercise  such  option  on the  date of  termination.
Notwithstanding  the foregoing,  no option may be exercised after ten years from
the date of its grant.

11.  DEATH OF HOLDER OF OPTION

     If any person to whom an option has been granted under the Plan shall cease
to be an employee,  officer or director of the Company or a Subsidiary by reason
of  death,  or a holder  of an  option  shall  die  within  three  months  after
termination  by reason of retirement  at age 65 or otherwise,  the option may be
exercised  by the  person or  persons to whom the  optionee's  rights  under the
option are transferred by will or by the laws of descent and distribution at any
time prior to the expiration  date of the option or within three months from the
date of death,  whichever  is earlier,  but only to the extent the holder of the
option had the right to exercise  such  option on the date of such  termination.
Notwithstanding  the foregoing,  no option may be exercised after ten years from
the date of its grant.

12.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

     If the shares of Common Stock  outstanding  are changed in number,  kind or
class  by  reason  of  a  stock  split,  combination,   merger,   consolidation,
reorganization,  reclassification, exchange or any capital adjustment, including
a stock dividend,  or if any  distribution is made to shareholders  other than a
cash  dividend  and the  Board  of  Directors  deems it  appropriate  to make an
adjustment, then (i) the aggregate number and class of shares that may be issued
or transferred  pursuant to

                                       10
Section  2,  (ii) the  number  and  class of shares  which  are  issuable  under
outstanding  options,  and (iii) the  purchase  price to be paid per share under
outstanding options, shall be adjusted as hereinafter provided.

     Adjustments  under  this  Section 12 shall be made in a  proportionate  and
equitable manner by the Board of Directors (or Committee),  whose  determination
as to what  adjustments  shall be made, and the extent thereof,  shall be final,
binding and conclusive. In the event that a fraction of a share results from the
foregoing adjustment,  said fraction shall be eliminated and the price per share
of the remaining shares subject to the option adjusted accordingly.

     In the event of a liquidation of the Company,  or a merger,  reorganization
or consolidation of the Company with any other  corporation in which the Company
is not  the  surviving  corporation  or  the  Company  becomes  a  wholly  owned
subsidiary of another  corporation,  any unexercised options theretofore granted
under the Plan shall be deemed canceled unless the surviving  corporation in any
such merger, reorganization or consolidation elected to assume the options under
the Plan or to issue  substitute  options in place thereof;  provided,  however,
that, notwithstanding the foregoing, if such options would otherwise be canceled
in accordance with the foregoing, the optionee shall have the right, exercisable
during a ten-day  period  ending  on the  fifth  day prior to such  liquidation,
merger or  consolidation,  to  exercise  the  option in whole or in part,  as to
shares vested as of the date of such transaction. Notwithstanding the above, any
option  exercise  that  would  be  prohibited  but for this  provision  shall be
effective  only upon the closing of such  transaction.  Any  fraction of a share
resulting from the foregoing  adjustments  shall be eliminated and the price per
share of the remaining share subject to such option adjustment.  The granting of
an option  pursuant  to this Plan shall not affect in any way the right or power
of the  Company  to  make  adjustments,  reorganizations,  reclassifications  or
changes of its capital or business structure or to merge, consolidate, dissolve,
liquidate or sell or transfer all or any part of its business or assets.

13.  VESTING OF RIGHTS UNDER OPTIONS

     Nothing  contained  in this  Plan  or in any  resolution  adopted  or to be
adopted by the Board of Directors  (or  Committee)  or the  shareholders  of the
Company shall constitute the vesting of any rights under any option. The vesting
of such  rights  shall take place  only when a written  agreement  shall be duly
executed and delivered by and on behalf of the Company to the person to whom the
option shall be granted.

14.  RIGHTS AS A SHAREHOLDER

     A holder of an option shall have no rights of a shareholder with respect to
any  shares  covered  by his  option  until  the  date  of  issuance  of a stock
certificate to him for such shares.

15.  TERMINATION AND AMENDMENT

     The Board of Directors may, at any time,  terminate or suspend this Plan or
make such

                                       11
modifications  or  amendments  thereto  as it shall  deem  advisable;  provided,
however,  that no termination,  modification or amendment shall adversely affect
the rights of a holder of an option previously granted under the Plan.

16.  MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS

     Subject to the terms and conditions and within the limitations of the Plan,
the Board of Directors (or  Committee) may modify,  extend or renew  outstanding
options  granted under the Plan, or accept the surrender of outstanding  options
(to the extent not  theretofore  exercised)  and  authorize  the granting of new
options in substitution therefor. Notwithstanding the foregoing, no modification
of an option shall,  without the consent of the holder thereof,  alter or impair
any rights or obligations under any option theretofore granted under the Plan.

17.  INDEMNIFICATION

     In addition  to such other  rights of  indemnification  as they may have as
members of the Board of Directors  (or  Committee),  the members of the Board of
Directors (or  Committee)  administering  the Plan shall be  indemnified  by the
Company against reasonable  expenses,  including  attorneys' fees,  actually and
necessarily  incurred in  connection  with the  defense of any  action,  suit or
proceeding,  or in connection with any appeal  therein,  to which they or any of
them may be a party by reason of any action  taken or failure to act under or in
connection  with the Plan or any option  granted  thereunder,  and  against  all
amounts paid by them in settlement thereof (provided such settlement is approved
by  independent  legal  counsel  selected  by the  Company)  or  paid by them in
satisfaction of a judgment in any action, suit or proceeding, except in relation
to matters as to which it shall be adjudged in such action,  suit, or proceeding
that such member is liable for  negligence or misconduct in the  performance  of
his duties,  provided that within 60 days after  institution of any such action,
suit  or  proceeding,  the  member  shall  in  writing  offer  the  Company  the
opportunity, at its own expense, to handle and defend the same.

18.  EFFECTIVE DATE

     The Plan shall  become  effective  on January 29, 1996 upon its approval by
vote of the holders of shares of capital  stock of the Company  entitled to vote
thereon and shall  terminate on the close of business on January 28, 2006 and no
option may be granted under the Plan thereafter,  but such termination shall not
affect any option theretofore granted.

                                       12
Exhibit 5

                                           August 9, 2000

Board of Directors
FIND/SVP, Inc.
625 Avenue of the Americas
New York, NY 10011

Ladies and Gentlemen:

     It is our opinion that the sale of the securities being registered with the
Securities and Exchange  Commission  pursuant to the  Registration  Statement of
Cardiac  Science,  Inc. (the "Company") on Form S-8, which  securities are to be
offered to the Company's employees, directors, consultants and advisors pursuant
to the  Company's  1996 Stock  Option  Plan,  will,  when sold and paid for,  be
legally issued, fully paid and non-assessable.

     We  consent to the  filing of this  opinion as an exhibit of the  aforesaid
Registration Statement and further consent to the reference made to us under the
caption "Legal Opinion" in the Company's prospectus.

                                                       Sincerely,

                                                       /s/ BRESLOW & WALKER, LLP
                                                       -------------------------
                                                       Breslow & Walker, LLP

                                       13
The Board of Directors
FIND/SVP, Inc.:

We consent to incorporation  by reference in the registration  statement on Form
S-8 of FIND/SVP,  Inc. for the issuance of 500,000  additional  shares of common
stock  under the  FIND/SVP,  Inc.  1996 Stock  Option  Plan of our report  dated
February 22, 1999, relating to the consolidated balance sheet of FIND/SVP,  Inc.
and  subsidiaries  as  of  December  31,  1998,  and  the  related  consolidated
statements of operations,  shareholders'  equity, and cash flows for each of the
years in the two-year period ended December 31, 1998, and the related  schedule,
which  report  appears in the  December  31, 1999 annual  report on Form 10-K of
FIND/SVP, Inc.

                                                              /s/ KPMG  LLP
                                                              -------------
                                                              KPMG LLP

New York, New York
August 11, 2000

                                       14
INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
Find/SVP,  Inc. on Form S-8 of our reports dated March 24, 2000,  that have been
incorporated  by reference in  Registration  Statement No.  333-2245 on Form S-8
(pertaining to the Find/SVP,  Inc. 1996 Stock Option Plan),  and that originally
appear in the Annual  Report on Form 10-K of  Find/SVP,  Inc. for the year ended
December 31, 1999.

/s/  DELOITTE & TOUCHE LLP
--------------------------
Deloitte & Touche LLP
Stamford, Connecticut
August 9, 2000