<PAGE>
     As filed with the Securities and Exchange Commission on March 26, 2002
                                       Registration Statement No. 333-__________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

                        BORON, LePore & ASSOCIATES, INC.
             (Exact Name of Registrant as Specified in its Charter)

        Delaware                                         22-2365997
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                                1800 Valley Road
                                 Wayne, NJ 07470
                                 (973) 709-3000
       (Address, including zip code, and telephone number, including area
               code, of registrant's principal executive office)

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

                    1998 EMPLOYEE STOCK OPTION AND GRANT PLAN
                           (Full Title of the Plans)

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

                                Patrick G. LePore
                      Chairman and Chief Executive Officer
                                1800 Valley Road
                                 Wayne, NJ 07470
                                 (973) 709-3000
            (Name, address, including zip code and telephone number,
                   including area code, of agent for service)

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

                                 With a copy to:

                             John R. LeClaire, P.C.
                               Goodwin Procter LLP
                                Exchange Place
                        Boston, Massachusetts 02109-2881

                              --------------------
<TABLE>
<CAPTION>
                                               CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------
    Title of Securities        Amounts to be   Proposed Maximum Offering        Proposed Maximum             Amount of
     Being Registered         Registered (1)      Price Per Share (2)       Aggregate Offering Price     Registration Fee
---------------------------------------------------------------------------------------------------------------------------
<S>                           <C>              <C>                          <C>                          <C>
  Common, Stock par value         500,000               $12.27                     $6,135,000                 $564.42
      $.01 per share
===========================================================================================================================
</TABLE>
(1)  This Registration Statement also related to such indeterminate number of
     additional shares of Boron, LePore & Associates, Inc. Common Stock may be
     required pursuant to the 1998 Employee Stock Option and Grant Plan in the
     event of a stock dividend, reverse stock split, split-up, recapitalization,
     forfeiture of stock under these plans or other similar event.

(2)  This estimate is made pursuant to Rule 457(c) and (h) under the Securities
     Act of 1933 solely for the purposes of determining the amount of the
     registration fee. The registration fee is based upon the average of the
     high and low prices for the Registrant's Common Stock, par value $.01 per
     share, as reported on the Nasdaq National Market on March 20, 2002.
================================================================================

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.*
          ------------------

Item 2.   Registrant Information and Employee Plan Annual Information.*
          -------------------------------------------------------------

     *Information required by Part I to be contained in the Section 10(a)
Prospectuses is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Introductory
Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference.
          ------------------------------------------------

      Boron, LePore & Associates, Inc. (the "Registrant") hereby incorporates by
reference the following documents which have previously been filed with the
Securities and Exchange Commission:

      (a)    the Registrant's most recent annual report on Form 10-K filed with
the Securities and Exchange Commission on March 30, 2001;

      (b)    all other reports filed with the Securities and Exchange
             Commission by the Registrant pursuant to Section 13(a) or 15(d)
             of the Securities Exchange Act of 1934, as amended (the "Exchange
             Act") since March 30, 2001; and

      (c)    the description of the Registrant's Common Stock contained in the
             Registration Statement on Form 8-A, dated September 16, 1997, as
             filed with the Securities and Exchange Commission on September
             17, 1997 pursuant to Section 12(g) of the Securities Exchange Act
             of 1934, as amended.

      In addition, all documents subsequently filed with the Securities and
Exchange Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
hereto that indicates that all securities offered hereunder have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
subsequently filed document which also is incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

Item 4.   Description of Securities.
          --------------------------
        Not Applicable.

Item 5.   Interests of Named Experts and Counsel.
          ---------------------------------------

        Not Applicable.

<PAGE>

Item 6.  Indemnification of Directors and Officers.
         ------------------------------------------

         In accordance with Section 145 of the General Corporation Law of the
State of Delaware ("DGCL"), Article VII of the Registrant's Restated Certificate
of Incorporation (the "Certificate") provides that no director of the Registrant
shall be personally liable to the Registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) in respect of
certain unlawful dividend payments or stock redemptions or repurchases, or (iv)
for any transaction from which the director derived an improper personal
benefit. In addition, the Certificate provides that if the Delaware General
Corporation Law is amended to authorize the further elimination or limitation of
the personal liability of directors, then the liability of a director of the
Registrant shall be eliminated or limited to the fullest extent permitted by the
Delaware General Corporation Law, as so amended. The Certificate further
provides that any repeal of Article VII by the stockholders or an amendment to
the DGCL shall not adversely effect any right or protection with respect to acts
or omissions occurring prior to such repeal.

         Article V of the Registrant's Amended and Restated By-laws (the
"By-laws") provides for indemnification by the Registrant of its directors,
officers and certain non-officer employees (including officers and certain
non-officer employees of subsidiaries) under certain circumstances against
expenses (including attorneys fees, judgments, fines and amounts paid in
settlement) reasonably incurred in connection with the defense or settlement of
any threatened, pending or completed legal proceeding in which any such person
is involved by reason of the fact that such person is or was a director, an
officer or an employee of the Registrant, or is acting in any capacity with
other entities at the written request of the Registrant, if such person acted in
good faith and in a manner he or she reasonably believed to be in, or not
opposed to, the best interests of the Registrant, and with respect to criminal
actions or proceedings, that such person had no reasonable cause to believe his
or her conduct was unlawful. The by-laws provide that these provisions of
Articles V are deemed to be a contract between the Corporation and each Officer
and Non-Officer Employee.

         The Registrant has entered into indemnification agreements with each of
its directors reflecting the foregoing provisions of its By-laws and requiring
the advancement of expenses in proceedings, if such person had no reasonable
cause to believe his or her conduct was unlawful.

         The Company carries directors' and officers' liability insurance
covering its directors and officers.

Item 7.    Exemption from Registration Claimed.
           ------------------------------------

         Not Applicable.

Item 8.    Exhibits.
           ---------

         The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement.

Exhibits
--------

       *4.1         Third Amended and Restated Certificate of Incorporation
       *4.2         Amended and Restated By-Laws
       *4.3         Boron, LePore & Associates, Inc. 1998 Employee Stock Option
                    and Grant Plan
        5.1         Opinion of Goodwin Procter LLP as to the legality of the
                    securities being registered
       23.1         Consent of Goodwin Procter LLP (included in Exhibit 5.1)
       23.2         Consent of Arthur Andersen LLP
       24.1         Powers of Attorney (included on signature pages to this
                    Registration Statement)
       99.1         Letter to Commission Pursuant to Temporary Note 3T

_________________________

                                        2

<PAGE>

*    Incorporated by reference to the relevant exhibit to the Boron, LePore &
     Associates, Inc. Registration Statement on Form S-1 (File No. 333-30573),
     as amended, as filed with the Securities and Exchange Commission.

Item 9.  Undertakings.
         -------------

       (a)   The undersigned Registrant hereby undertakes:

             (1)   To file, during any period in which offers or sales are being
                   made, a post-effective amendment to this Registration
                   Statement:

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

                   (ii)  To reflect in the prospectus any acts or events arising
                         after the effective date of the Registration Statement
                         (or the most recent post-effective amendment thereof)
                         which, individually or in the aggregate, represent a
                         fundamental change in the information set forth in the
                         Registration Statement. 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
                         offering range may be reflected in the form of
                         prospectus filed with the Commission pursuant to Rule
                         424(b) if, in the aggregate, the changes in volume and
                         price represent no more than a 20 percent change in the
                         maximum aggregate offering price set forth in the
                         "Calculation of Registration Fee" table in the
                         effective Registration Statement; and

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

             provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein
             do not apply if the information required to be included in a
             post-effective amendment by those paragraphs is contained in
             periodic reports filed by the undersigned Registrant 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 that time shall be deemed to be the initial
                   bona fide offering thereof; and

             (3)   To remove from registration by means of a post-effective
                   amendment any of the securities being registered which remain
                   unsold at the termination of the offering.

       (b)   The undersigned Registrant hereby undertakes that, for purposes of
             determining any liability under the Securities Act, each filing of
             the registrant's annual report pursuant to Section 13(a) or 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.

       (c)   Insofar as indemnification for liabilities arising under the
             Securities Act may be permitted to directors, officers and
             controlling persons of the Registrant pursuant to the foregoing
             provisions, or otherwise, the Registrant has been advised that in
             the opinion of the Securities and Exchange Commission such
             indemnification is against public policy as expressed in the
             Securities Act, and is, therefore, unenforceable. In the event that
             a claim for indemnification against such liabilities

                                        3

<PAGE>

             (other than the payment by the registrant of expenses incurred or
             paid by a director, officer or controlling person of the registrant
             in the successful defense of any action, suit or proceeding) is
             asserted by such director, officer or controlling person in
             connection with the securities being registered, the registrant
             will, unless in the opinion of its counsel the matter has been
             settled by controlling precedent, submit to a court of appropriate
             jurisdiction the question whether such indemnification by it is
             against public policy as expressed in the Securities Act and will
             be governed by the final adjudication of such issue.

                                       4

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, Boron, LePore &
Associates, Inc. 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 Wayne, New Jersey on this 22nd day of March, 2002.

                           Boron, LePore & Associates, Inc.



                           By:    /s/ Patrick G. LePore
                                  ----------------------------------------------
                                  Patrick G. LePore
                                  Chairman and Chief Executive Officer

                                  POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints each of Patrick G. LePore and Anthony J.
Cherichella such person's true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for such person and in such person's
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that any said attorney-in-fact
and agent, or any substitute or substitutes of any of them, may lawfully do or
cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>
Signature                                  Title                                             Date
<S>                                        <C>                                               <C>
                                           Chairman and Chief Executive Officer
/s/ Patrick G. LePore                      (Principal Executive Officer)                     March 22, 2002
---------------------------------------
Patrick G. LePore


/s/ Steven M. Freeman                      President and Director                            March 22, 2002
---------------------------------------
Steven M. Freeman


/s/ Anthony J. Cherichella                 Executive Vice President and Chief Financial      March 22, 2002
---------------------------------------    Officer
Anthony J. Cherichella


/s/ Roger Boissonneault                    Director                                          March 22, 2002
---------------------------------------
Roger Boissonneault


/s/ Ronald M. Nordmann                     Director                                          March 22, 2002
---------------------------------------
Ronald M. Nordmann
</TABLE>

                                      S-1

<PAGE>

/s/ Mel Sharoky                            Director         March 22, 2002
---------------------------------------
Mel Sharoky


/s/ Joseph E. Smith                        Director         March 22, 2002
---------------------------------------
Joseph E. Smith


/s/ John A. Staley, IV                     Director         March 22, 2002
---------------------------------------
John A. Staley, IV


/s/ Carter H. Eckert                       Director         March 22, 2002
---------------------------------------
Carter H. Eckert
---------------------------------------


/s/ John Spitznagel                        Director         March 22, 2002
---------------------------------------
John Spitznagel

                                      S-2

<PAGE>

                                  EXHIBIT INDEX

Exhibit No.  Description
-----------  -----------

    *4.1     Third Amended and Restated Certificate of Incorporation

    *4.2     Amended and Restated By-laws

    *4.3     Boron, LePore & Associates, Inc. Amended and Restated 1998 Employee
             Stock Option and Grant Plan

     5.1     Option of Goodwin Procter LLP as to the legality of the securities
             being registered

    23.1     Consent of Goodwin Procter LLP (included in Exhibit 5.1)

    23.2     Consent of Arthur Andersen LLP

    24.1     Powers of Attorney (included on signature pages to this
             Registration Statement)

    99.1     Letter to Commission Pursuant to Temporary Note 3T

*    Incorporated by reference to the relevant exhibit to the Boron, LePore &
     Associates, Inc. Registration Statement on Form S-1 (File No. 333-30573),
     as amended, as filed with the Securities and Exchange Commission.
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 21668}]
{"company-data": {"conformed-name": "BORON LEPORE & ASSOCIATES INC", "cik": "0001029281", "assigned-sic": "8742", "irs-number": "222365997", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-84944", "film-number": "02587106"}, "business-address": {"street1": "17-17 ROUTE 208 NORTH", "city": "FAIR LAWN", "state": "NJ", "zip": "07410"}, "mail-address": {"street1": "17-17 ROUTE 208 NORTH", "city": "FAIR LAWN", "state": "NJ", "zip": "07410"}}
As filed with the Securities and Exchange Commission on March 26, 2002
                                       Registration Statement No. 333-__________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

                        BORON, LePore & ASSOCIATES, INC.
             (Exact Name of Registrant as Specified in its Charter)

        Delaware                                         22-2365997
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                                1800 Valley Road
                                 Wayne, NJ 07470
                                 (973) 709-3000
       (Address, including zip code, and telephone number, including area
               code, of registrant's principal executive office)

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

                    1998 EMPLOYEE STOCK OPTION AND GRANT PLAN
                           (Full Title of the Plans)

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

                                Patrick G. LePore
                      Chairman and Chief Executive Officer
                                1800 Valley Road
                                 Wayne, NJ 07470
                                 (973) 709-3000
            (Name, address, including zip code and telephone number,
                   including area code, of agent for service)

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

                                 With a copy to:

                             John R. LeClaire, P.C.
                               Goodwin Procter LLP
                                Exchange Place
                        Boston, Massachusetts 02109-2881

                              --------------------
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------
    Title of Securities        Amounts to be   Proposed Maximum Offering        Proposed Maximum             Amount of
     Being Registered         Registered (1)      Price Per Share (2)       Aggregate Offering Price     Registration Fee
---------------------------------------------------------------------------------------------------------------------------
Common, Stock par value         500,000               $12.27                     $6,135,000                 $564.42
      $.01 per share
===========================================================================================================================
(1)  This Registration Statement also related to such indeterminate number of
     additional shares of Boron, LePore & Associates, Inc. Common Stock may be
     required pursuant to the 1998 Employee Stock Option and Grant Plan in the
     event of a stock dividend, reverse stock split, split-up, recapitalization,
     forfeiture of stock under these plans or other similar event.

(2)  This estimate is made pursuant to Rule 457(c) and (h) under the Securities
     Act of 1933 solely for the purposes of determining the amount of the
     registration fee. The registration fee is based upon the average of the
     high and low prices for the Registrant's Common Stock, par value $.01 per
     share, as reported on the Nasdaq National Market on March 20, 2002.
================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.*
          ------------------

Item 2.   Registrant Information and Employee Plan Annual Information.*
          -------------------------------------------------------------

     *Information required by Part I to be contained in the Section 10(a)
Prospectuses is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Introductory
Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference.
          ------------------------------------------------

      Boron, LePore & Associates, Inc. (the "Registrant") hereby incorporates by
reference the following documents which have previously been filed with the
Securities and Exchange Commission:

      (a)    the Registrant's most recent annual report on Form 10-K filed with
the Securities and Exchange Commission on March 30, 2001;

      (b)    all other reports filed with the Securities and Exchange
             Commission by the Registrant pursuant to Section 13(a) or 15(d)
             of the Securities Exchange Act of 1934, as amended (the "Exchange
             Act") since March 30, 2001; and

      (c)    the description of the Registrant's Common Stock contained in the
             Registration Statement on Form 8-A, dated September 16, 1997, as
             filed with the Securities and Exchange Commission on September
             17, 1997 pursuant to Section 12(g) of the Securities Exchange Act
             of 1934, as amended.

      In addition, all documents subsequently filed with the Securities and
Exchange Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
hereto that indicates that all securities offered hereunder have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
subsequently filed document which also is incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

Item 4.   Description of Securities.
          --------------------------
        Not Applicable.

Item 5.   Interests of Named Experts and Counsel.
          ---------------------------------------

        Not Applicable.
Item 6.  Indemnification of Directors and Officers.
         ------------------------------------------

         In accordance with Section 145 of the General Corporation Law of the
State of Delaware ("DGCL"), Article VII of the Registrant's Restated Certificate
of Incorporation (the "Certificate") provides that no director of the Registrant
shall be personally liable to the Registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) in respect of
certain unlawful dividend payments or stock redemptions or repurchases, or (iv)
for any transaction from which the director derived an improper personal
benefit. In addition, the Certificate provides that if the Delaware General
Corporation Law is amended to authorize the further elimination or limitation of
the personal liability of directors, then the liability of a director of the
Registrant shall be eliminated or limited to the fullest extent permitted by the
Delaware General Corporation Law, as so amended. The Certificate further
provides that any repeal of Article VII by the stockholders or an amendment to
the DGCL shall not adversely effect any right or protection with respect to acts
or omissions occurring prior to such repeal.

         Article V of the Registrant's Amended and Restated By-laws (the
"By-laws") provides for indemnification by the Registrant of its directors,
officers and certain non-officer employees (including officers and certain
non-officer employees of subsidiaries) under certain circumstances against
expenses (including attorneys fees, judgments, fines and amounts paid in
settlement) reasonably incurred in connection with the defense or settlement of
any threatened, pending or completed legal proceeding in which any such person
is involved by reason of the fact that such person is or was a director, an
officer or an employee of the Registrant, or is acting in any capacity with
other entities at the written request of the Registrant, if such person acted in
good faith and in a manner he or she reasonably believed to be in, or not
opposed to, the best interests of the Registrant, and with respect to criminal
actions or proceedings, that such person had no reasonable cause to believe his
or her conduct was unlawful. The by-laws provide that these provisions of
Articles V are deemed to be a contract between the Corporation and each Officer
and Non-Officer Employee.

         The Registrant has entered into indemnification agreements with each of
its directors reflecting the foregoing provisions of its By-laws and requiring
the advancement of expenses in proceedings, if such person had no reasonable
cause to believe his or her conduct was unlawful.

         The Company carries directors' and officers' liability insurance
covering its directors and officers.

Item 7.    Exemption from Registration Claimed.
           ------------------------------------

         Not Applicable.

Item 8.    Exhibits.
           ---------

         The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement.

Exhibits
--------

       *4.1         Third Amended and Restated Certificate of Incorporation
       *4.2         Amended and Restated By-Laws
       *4.3         Boron, LePore & Associates, Inc. 1998 Employee Stock Option
                    and Grant Plan
        5.1         Opinion of Goodwin Procter LLP as to the legality of the
                    securities being registered
       23.1         Consent of Goodwin Procter LLP (included in Exhibit 5.1)
       23.2         Consent of Arthur Andersen LLP
       24.1         Powers of Attorney (included on signature pages to this
                    Registration Statement)
       99.1         Letter to Commission Pursuant to Temporary Note 3T

_________________________

                                        2
*    Incorporated by reference to the relevant exhibit to the Boron, LePore &
     Associates, Inc. Registration Statement on Form S-1 (File No. 333-30573),
     as amended, as filed with the Securities and Exchange Commission.

Item 9.  Undertakings.
         -------------

       (a)   The undersigned Registrant hereby undertakes:

             (1)   To file, during any period in which offers or sales are being
                   made, a post-effective amendment to this Registration
                   Statement:

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

                   (ii)  To reflect in the prospectus any acts or events arising
                         after the effective date of the Registration Statement
                         (or the most recent post-effective amendment thereof)
                         which, individually or in the aggregate, represent a
                         fundamental change in the information set forth in the
                         Registration Statement. 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
                         offering range may be reflected in the form of
                         prospectus filed with the Commission pursuant to Rule
                         424(b) if, in the aggregate, the changes in volume and
                         price represent no more than a 20 percent change in the
                         maximum aggregate offering price set forth in the
                         "Calculation of Registration Fee" table in the
                         effective Registration Statement; and

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

             provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein
             do not apply if the information required to be included in a
             post-effective amendment by those paragraphs is contained in
             periodic reports filed by the undersigned Registrant 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 that time shall be deemed to be the initial
                   bona fide offering thereof; and

             (3)   To remove from registration by means of a post-effective
                   amendment any of the securities being registered which remain
                   unsold at the termination of the offering.

       (b)   The undersigned Registrant hereby undertakes that, for purposes of
             determining any liability under the Securities Act, each filing of
             the registrant's annual report pursuant to Section 13(a) or 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.

       (c)   Insofar as indemnification for liabilities arising under the
             Securities Act may be permitted to directors, officers and
             controlling persons of the Registrant pursuant to the foregoing
             provisions, or otherwise, the Registrant has been advised that in
             the opinion of the Securities and Exchange Commission such
             indemnification is against public policy as expressed in the
             Securities Act, and is, therefore, unenforceable. In the event that
             a claim for indemnification against such liabilities

                                        3
(other than the payment by the registrant of expenses incurred or
             paid by a director, officer or controlling person of the registrant
             in the successful defense of any action, suit or proceeding) is
             asserted by such director, officer or controlling person in
             connection with the securities being registered, the registrant
             will, unless in the opinion of its counsel the matter has been
             settled by controlling precedent, submit to a court of appropriate
             jurisdiction the question whether such indemnification by it is
             against public policy as expressed in the Securities Act and will
             be governed by the final adjudication of such issue.

                                       4
SIGNATURES

         Pursuant to the requirements of the Securities Act, Boron, LePore &
Associates, Inc. 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 Wayne, New Jersey on this 22nd day of March, 2002.

                           Boron, LePore & Associates, Inc.

                           By:    /s/ Patrick G. LePore
                                  ----------------------------------------------
                                  Patrick G. LePore
                                  Chairman and Chief Executive Officer

                                  POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints each of Patrick G. LePore and Anthony J.
Cherichella such person's true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for such person and in such person's
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that any said attorney-in-fact
and agent, or any substitute or substitutes of any of them, may lawfully do or
cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                  Title                                             Date
Chairman and Chief Executive Officer
/s/ Patrick G. LePore                      (Principal Executive Officer)                     March 22, 2002
---------------------------------------
Patrick G. LePore

/s/ Steven M. Freeman                      President and Director                            March 22, 2002
---------------------------------------
Steven M. Freeman

/s/ Anthony J. Cherichella                 Executive Vice President and Chief Financial      March 22, 2002
---------------------------------------    Officer
Anthony J. Cherichella

/s/ Roger Boissonneault                    Director                                          March 22, 2002
---------------------------------------
Roger Boissonneault

/s/ Ronald M. Nordmann                     Director                                          March 22, 2002
---------------------------------------
Ronald M. Nordmann
S-1
/s/ Mel Sharoky                            Director         March 22, 2002
---------------------------------------
Mel Sharoky

/s/ Joseph E. Smith                        Director         March 22, 2002
---------------------------------------
Joseph E. Smith

/s/ John A. Staley, IV                     Director         March 22, 2002
---------------------------------------
John A. Staley, IV

/s/ Carter H. Eckert                       Director         March 22, 2002
---------------------------------------
Carter H. Eckert
---------------------------------------

/s/ John Spitznagel                        Director         March 22, 2002
---------------------------------------
John Spitznagel

                                      S-2
EXHIBIT INDEX

Exhibit No.  Description
-----------  -----------

    *4.1     Third Amended and Restated Certificate of Incorporation

    *4.2     Amended and Restated By-laws

    *4.3     Boron, LePore & Associates, Inc. Amended and Restated 1998 Employee
             Stock Option and Grant Plan

     5.1     Option of Goodwin Procter LLP as to the legality of the securities
             being registered

    23.1     Consent of Goodwin Procter LLP (included in Exhibit 5.1)

    23.2     Consent of Arthur Andersen LLP

    24.1     Powers of Attorney (included on signature pages to this
             Registration Statement)

    99.1     Letter to Commission Pursuant to Temporary Note 3T

*    Incorporated by reference to the relevant exhibit to the Boron, LePore &
     Associates, Inc. Registration Statement on Form S-1 (File No. 333-30573),
     as amended, as filed with the Securities and Exchange Commission.