As filed with the Securities and Exchange Commission on March 17, 1999

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

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

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

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

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

              COMPUTER HORIZONS CORP. EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plan)
                            - - - - - - - - - - - - -

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

                                    Copy to:
                             Robert A. Cantone, ESQ.
                               Proskauer Rose LLP
                                  1585 Broadway
                            New York, New York 10036
                                 (212) 969-3000

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

                                        Amount                             Proposed                                    Proposed
                                       of Shares                           Maximum                   Maximum          Amount of
Title of Securities                      to be                         Offering Price               Aggregate        Registration
to be Registered                      Registered(l)                      Per Share (2)            Offering Price           Fee
----------------                      -------------                      -------------            --------------           ---
 
<S>                                      <C>                                <C>                   <C>                  <C>      
Common Stock, $0.10 par                  500,000                            $12.25                 $6,125,000          $1,806.88
</TABLE>
<PAGE>

(1) Represents  the maximum number of shares that may be issued  pursuant to the
Computer Horizons Corp. Employee Stock Purchase Plan.

(2) Estimated for purposes of calculating the registration fee only and computed
in accordance  with Rule 457(c) under the  Securities  Act, using the average of
the high and low  prices of the Common  Stock as  reported  on the Nasdaq  Stock
Market on March 15, 1999.
<PAGE>
                                     PART I

ITEM 1.           Plan Information

                  Not required to be filed with this Registration Statement.

ITEM 2.           Registration Information and Employee Plan Annual information

                  Not required to be filed with this Registration Statement.

                                      PART II

ITEM 3.           Incorporation of Documents by Reference

         The following documents are incorporated herein by reference:

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

         B.    The  Company's  quarterly  Reports on Form 10-Q for the  quarters
               ended September 28, 1998, June 29, 1998 and March 31, 1998.

         C.    The  Company  Reports  on Form 8-K dated June 30,  1998,  July 3,
               1998,  August 4, 1998 and March 16,  1999;  and Form 8-K/A  dated
               August 4, 1998 and March 17, 1999.

         D.    Description  of the  Registrant's  Common  Stock,  par value $.10
               contained in the Registrant's Registration Statement on Form 8-A.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934 prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which  deregisters all securities then remaining  unsold shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part hereof from the date of filing such documents. Any statement contained
in a document  incorporated  or deemed to be  incorporated  by reference  herein
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement  to the  extent  that a  statement  contained  herein  or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4.           Description of Securities

               Not applicable.

ITEM 5.           Interests of Named Experts and Counsel

               None.
<PAGE>


ITEM 6.        Indemnification of Directors and Officers

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

         The  Certificate of  Incorporation  also provides,  in accordance  with
Section  722 of the  BCL,  that  each  person  who was or is made a party  or is
threatened  to be  made a  party  to or is  involved  in  any  action,  suit  or
proceeding,   whether   civil,   criminal,   administrative   or   investigative
(hereinafter a "proceeding"), by reason of the fact that he, or a person of whom
he is the legal  representative,  (1) is or was a  director  or  officer  of the
Company or (2) is or was  serving at the  request of the  Company as a director,
officer,  employee or agent of another  corporation or of a  partnership,  joint
venture,  trust or other enterprise,  including service with respect to employee
benefit  plans  (whether the basis of such  proceeding  is alleged  action in an
official  capacity  as a  director,  officer,  employee or agent or in any other
capacity  while  serving as a director,  officer,  employee or agent),  shall be
indemnified and held harmless by the Company to the fullest extent authorized or
permitted  by  applicable  law, as the same exists or may  hereafter  be amended
(but, in the case of any such amendment,  only to the extent that such amendment
permits  the  Company to provide  broader  indemnification  rights than said law
permitted the Company to provide prior to such amendment),  against all expense,
liability and loss (including  attorneys' fees,  judgments,  fines, ERISA excise
taxes or penalties  and amounts paid or to be paid in  settlement)  actually and
reasonably incurred or suffered by such person in connection  therewith and such
indemnification  shall  continue as to a person who has ceased to be a director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of his  heirs,
executors  and  administrators,  provided,  however,  that,  except for  actions
brought to enforce such indemnification  rights, the Company shall indemnify any
such person  seeking  indemnification  in connection  with a proceeding (or part
thereof)  initiated by such person only if such proceeding (or part thereof) was
authorized   by  the  Board  of  Directors   of  the   Company.   The  right  to
indemnification  conferred in the  Certificate  of  Incorporation  is a contract
right and includes the rights to be paid by the Company the expenses incurred in
defending  any such  proceeding in advance of its final  disposition,  provided,
however,  that, if the BCL requires,  the payment of such expenses incurred by a
director or officer in his  capacity  as such (and not in any other  capacity in
which  service was or is  rendered  by such person  while a director or officer,
including, without limitation, service with respect to an employee benefit plan)
in advance of the final  disposition  of a  proceeding,  shall be made only upon
delivery to the Company of an  undertaking  by or on behalf of such  director or
officer to repay all  amounts so  advanced  as to which it shall  ultimately  be
determined that such director or officer is not entitled to be indemnified.
<PAGE>
         The Certificate of Incorporation  further provides,  in accordance with
the BCL, that the  indemnification  rights provided therein are not exclusive of
any other rights that any person may have, and that the Company may,  subject to
certain  restrictions  imposed by the BCL, maintain  insurance to protect itself
and its officers and directors against expenses, liabilities and losses, whether
or not the Company  would be  permitted to  indemnify  such person  against such
expenses, liabilities and losses under the BCL.

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


   ITEM 7.        Exemption from Registration Claimed

                  Not applicable.

   ITEM 8.        Exhibits

                  Note: As the Plan  provides  that the shares  offered and sold
                  thereunder are to be treasury shares, no opinion of counsel as
                  to  the  legalities  of the  securities  being  registered  is
                  provided.

                  23.1 Consent of Grant Thornton LLP.

                  99.1 The Computer Horizons Corp. Employee Stock Purchase Plan.
                  

   ITEM 9.        Undertakings

(a)  The undersigned Registrant hereby undertakes:

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

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

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

            (iii) To include any material  information  with respect to the plan
            of  distribution  not  previously   disclosed  in  the  Registration
            Statement  or  any  material  change  to  such  information  in  the
            Registration Statement.  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  and of the
            estimated  maximum  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 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.
<PAGE>
            provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not
            apply if the registration statement is on Form S-3, Form S-8 or Form
            F-3 and the information  required to be included in a post-effective
            amendment by those paragraphs is contained in periodic reports filed
            with or furnished to the  Commission by the  Registrant  pursuant to
            Section 13 or Section 15(d) of the  Securities  Exchange Act of 1934
            (the  "Exchange  Act") that are  incorporated  by  reference in this
            Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
         Securities Act, each such  post-effective  amendment shall be deemed to
         be a new  registration  statement  relating to the  securities  offered
         therein,  and the  offering  of such  securities  at that time shall be
         deemed to be the initial bona fide offering thereof.

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


     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
     determining  any  liability  under the  Securities  Act, each filing of the
     Registrant's  Annual  Report  pursuant  to  Section  13(a)  or 15(d) of the
     Exchange Act (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 (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.
<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 Borough of Mountain Lakes, State of New Jersey, on March 17,
1999.



                                              COMPUTER HORIZONS CORP.



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



<PAGE>

                                POWER OF ATTORNEY

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

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

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


/s/John J. Cassese    Chairman of the Board and President     March 17, 1999
------------------    (Principal Executive Officer) and
John J. Cassese       Director

                      Executive Vice President, Chief         March 17, 1999
/s/William J. Murphy  Financial Officer and Secretary
--------------------  (Principal Financial Officer)
William J. Murphy 

                      Vice President and Controller           March 17, 1999
/s/Michael J. Shea    (Principal Accounting Officer)
------------------
Michael J. Shea
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18998}]
{"company-data": {"conformed-name": "COMPUTER HORIZONS CORP", "cik": "0000023019", "assigned-sic": "7373", "irs-number": "132638902", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74579", "film-number": "99567190"}, "business-address": {"street1": "49 OLD BLOOMFIELD AVE", "city": "MOUNTAIN LAKES", "state": "NJ", "zip": "07046-1495", "phone": "9732994000"}, "mail-address": {"street1": "49 0LD BLOOMFIELD AVE", "city": "MOUNTAIN LAKES", "state": "NJ", "zip": "07046-1495"}}
As filed with the Securities and Exchange Commission on March 17, 1999

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

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

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

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

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

              COMPUTER HORIZONS CORP. EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plan)
                            - - - - - - - - - - - - -

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

                                    Copy to:
                             Robert A. Cantone, ESQ.
                               Proskauer Rose LLP
                                  1585 Broadway
                            New York, New York 10036
                                 (212) 969-3000

                         CALCULATION OF REGISTRATION FEE
Amount                             Proposed                                    Proposed
                                       of Shares                           Maximum                   Maximum          Amount of
Title of Securities                      to be                         Offering Price               Aggregate        Registration
to be Registered                      Registered(l)                      Per Share (2)            Offering Price           Fee
----------------                      -------------                      -------------            --------------           ---
Common Stock, $0.10 par                  500,000                            $12.25                 $6,125,000          $1,806.88
(1) Represents  the maximum number of shares that may be issued  pursuant to the
Computer Horizons Corp. Employee Stock Purchase Plan.

(2) Estimated for purposes of calculating the registration fee only and computed
in accordance  with Rule 457(c) under the  Securities  Act, using the average of
the high and low  prices of the Common  Stock as  reported  on the Nasdaq  Stock
Market on March 15, 1999.
PART I

ITEM 1.           Plan Information

                  Not required to be filed with this Registration Statement.

ITEM 2.           Registration Information and Employee Plan Annual information

                  Not required to be filed with this Registration Statement.

                                      PART II

ITEM 3.           Incorporation of Documents by Reference

         The following documents are incorporated herein by reference:

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

         B.    The  Company's  quarterly  Reports on Form 10-Q for the  quarters
               ended September 28, 1998, June 29, 1998 and March 31, 1998.

         C.    The  Company  Reports  on Form 8-K dated June 30,  1998,  July 3,
               1998,  August 4, 1998 and March 16,  1999;  and Form 8-K/A  dated
               August 4, 1998 and March 17, 1999.

         D.    Description  of the  Registrant's  Common  Stock,  par value $.10
               contained in the Registrant's Registration Statement on Form 8-A.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934 prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which  deregisters all securities then remaining  unsold shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part hereof from the date of filing such documents. Any statement contained
in a document  incorporated  or deemed to be  incorporated  by reference  herein
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement  to the  extent  that a  statement  contained  herein  or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4.           Description of Securities

               Not applicable.

ITEM 5.           Interests of Named Experts and Counsel

               None.
ITEM 6.        Indemnification of Directors and Officers

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

         The  Certificate of  Incorporation  also provides,  in accordance  with
Section  722 of the  BCL,  that  each  person  who was or is made a party  or is
threatened  to be  made a  party  to or is  involved  in  any  action,  suit  or
proceeding,   whether   civil,   criminal,   administrative   or   investigative
(hereinafter a "proceeding"), by reason of the fact that he, or a person of whom
he is the legal  representative,  (1) is or was a  director  or  officer  of the
Company or (2) is or was  serving at the  request of the  Company as a director,
officer,  employee or agent of another  corporation or of a  partnership,  joint
venture,  trust or other enterprise,  including service with respect to employee
benefit  plans  (whether the basis of such  proceeding  is alleged  action in an
official  capacity  as a  director,  officer,  employee or agent or in any other
capacity  while  serving as a director,  officer,  employee or agent),  shall be
indemnified and held harmless by the Company to the fullest extent authorized or
permitted  by  applicable  law, as the same exists or may  hereafter  be amended
(but, in the case of any such amendment,  only to the extent that such amendment
permits  the  Company to provide  broader  indemnification  rights than said law
permitted the Company to provide prior to such amendment),  against all expense,
liability and loss (including  attorneys' fees,  judgments,  fines, ERISA excise
taxes or penalties  and amounts paid or to be paid in  settlement)  actually and
reasonably incurred or suffered by such person in connection  therewith and such
indemnification  shall  continue as to a person who has ceased to be a director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of his  heirs,
executors  and  administrators,  provided,  however,  that,  except for  actions
brought to enforce such indemnification  rights, the Company shall indemnify any
such person  seeking  indemnification  in connection  with a proceeding (or part
thereof)  initiated by such person only if such proceeding (or part thereof) was
authorized   by  the  Board  of  Directors   of  the   Company.   The  right  to
indemnification  conferred in the  Certificate  of  Incorporation  is a contract
right and includes the rights to be paid by the Company the expenses incurred in
defending  any such  proceeding in advance of its final  disposition,  provided,
however,  that, if the BCL requires,  the payment of such expenses incurred by a
director or officer in his  capacity  as such (and not in any other  capacity in
which  service was or is  rendered  by such person  while a director or officer,
including, without limitation, service with respect to an employee benefit plan)
in advance of the final  disposition  of a  proceeding,  shall be made only upon
delivery to the Company of an  undertaking  by or on behalf of such  director or
officer to repay all  amounts so  advanced  as to which it shall  ultimately  be
determined that such director or officer is not entitled to be indemnified.
The Certificate of Incorporation  further provides,  in accordance with
the BCL, that the  indemnification  rights provided therein are not exclusive of
any other rights that any person may have, and that the Company may,  subject to
certain  restrictions  imposed by the BCL, maintain  insurance to protect itself
and its officers and directors against expenses, liabilities and losses, whether
or not the Company  would be  permitted to  indemnify  such person  against such
expenses, liabilities and losses under the BCL.

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

   ITEM 7.        Exemption from Registration Claimed

                  Not applicable.

   ITEM 8.        Exhibits

                  Note: As the Plan  provides  that the shares  offered and sold
                  thereunder are to be treasury shares, no opinion of counsel as
                  to  the  legalities  of the  securities  being  registered  is
                  provided.

                  23.1 Consent of Grant Thornton LLP.

                  99.1 The Computer Horizons Corp. Employee Stock Purchase Plan.
                  

   ITEM 9.        Undertakings

(a)  The undersigned Registrant hereby undertakes:

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

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

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

            (iii) To include any material  information  with respect to the plan
            of  distribution  not  previously   disclosed  in  the  Registration
            Statement  or  any  material  change  to  such  information  in  the
            Registration Statement.  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  and of the
            estimated  maximum  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 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) do not
            apply if the registration statement is on Form S-3, Form S-8 or Form
            F-3 and the information  required to be included in a post-effective
            amendment by those paragraphs is contained in periodic reports filed
            with or furnished to the  Commission by the  Registrant  pursuant to
            Section 13 or Section 15(d) of the  Securities  Exchange Act of 1934
            (the  "Exchange  Act") that are  incorporated  by  reference in this
            Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
         Securities Act, each such  post-effective  amendment shall be deemed to
         be a new  registration  statement  relating to the  securities  offered
         therein,  and the  offering  of such  securities  at that time shall be
         deemed to be the initial bona fide offering thereof.

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

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
     determining  any  liability  under the  Securities  Act, each filing of the
     Registrant's  Annual  Report  pursuant  to  Section  13(a)  or 15(d) of the
     Exchange Act (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 (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.
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 Borough of Mountain Lakes, State of New Jersey, on March 17,
1999.

                                              COMPUTER HORIZONS CORP.

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

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

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

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

/s/John J. Cassese    Chairman of the Board and President     March 17, 1999
------------------    (Principal Executive Officer) and
John J. Cassese       Director

                      Executive Vice President, Chief         March 17, 1999
/s/William J. Murphy  Financial Officer and Secretary
--------------------  (Principal Financial Officer)
William J. Murphy 

                      Vice President and Controller           March 17, 1999
/s/Michael J. Shea    (Principal Accounting Officer)
------------------
Michael J. Shea