As filed with the Securities and Exchange Commission on June 22, 2000

                                                     Registration No. 333______
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                              TUCKER ANTHONY SUTRO
                           ---------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                              04-3335712
(State or other jurisdiction of                              (I.R.S. employer
 incorporation or organization)                           identification number)

                                One Beacon Street
                                Boston, MA 02108
                    ---------------------------------------
                    (Address of Principal Executive Offices)

                                 (617) 725-2000
              ---------------------------------------------------
              (Registrant's telephone number, including area code)

                    Amended 1998 Employee Stock Purchase Plan
             ------------------------------------------------------
                            (Full title of the plan)

                                John H. Goldsmith
                             Chief Executive Officer
                              Tucker Anthony Sutro
                                One Beacon Street
                           Boston, Massachusetts 02108
                                 (617) 725-2000
          ----------------------------------------------------------
          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)
                           ---------------------------
                                 With a copy to:
     Kevin McKay, Esq.                                R. Scott Kilgore, Esq.
      General Counsel                               Wilmer, Cutler & Pickering
    Tucker Anthony Sutro                               2445 M Street, N.W.
 One World Financial Center                           Washington, D.C. 20037
  New York, New York 10281

<TABLE>
                                          CALCULATION OF REGISTRATION FEE
<S>                                <C>                     <C>              <C>                 <C>              <C>
                                                                               Proposed           Proposed
   Name of Plan                          Title of                               Maximum           Maximum
                                        Securities             Amount          Offering          Aggregate          Amount of
                                           to be                to be            Price            Offering        Registration
                                        Registered           Registered       Per Share (1)       Price (1)           Fee (1)
------------------------------------------------------------------------------------------------------------------------------------
Amended 1998 Employee                 Common Stock,
Stock Purchase Plan (the "ESPP")     $0.01 par value        1,250,000         $16.94            $20,925,000          $5,525
------------------------------------------------------------------------------------------------------------------------------------

(1)      In accordance  with Rule 457(h) and Rule 457(c) the aggregate  offering
         price and the amount of the  registration fee are computed on the basis
         of 1,250,000  shares not yet subject to purchase  under the ESPP using
         $16.94, the average of the high and low prices reported in the New York
         Stock Exchange on June 15, 2000.
</TABLE>
<PAGE>

         Except as set forth below, the entire contents of the Form S-8 filed by
Tucker Sutro Anthony (the "Company") on December 18, 1998, as amended on
December 23, 1998, Registration Statement No. 333-69273, is hereby incorporated
by reference.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


         Item 5.   Interests of Named Experts and Counsel

         The legal validity of the shares of Common Stock of the Company offered
by the Registrant  pursuant to this Registration  Statement is being passed upon
by Wilmer, Cutler & Pickering.

         Item 8.   Exhibits

         The Exhibit Index attached to this Registration Statement is
incorporated herein by reference.


            [The remainder of this page is intentionally left blank.]
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
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 New York, New York on the 22nd day of June, 2000.

                                                  TUCKER ANTHONY SUTRO


                                                  /s/ John H. Goldsmith
                                                  ------------------------
                                                  Name: John H. Goldsmith
                                                  Title: Chief Executive Officer


                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature appears below
under the heading  "Signature"  constitutes  and appoints John H. Goldsmith and
Kenneth S.  Klipper as his or her true and lawful  attorney-in-fact  each acting
alone, with full power of substitution and resubstitution, for him or her and in
his or her  name,  place  and  stead,  in any and all  capacities  to file  this
Registration Statement, to sign any or all amendments (including  post-effective
amendments)  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  attorney-in-fact  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 for all  intents and
purposes  as he or she  might  or  could  do in  person,  hereby  ratifying  and
confirming  all that said  attorney-in-fact,  or his or her  substitute,  acting
alone, 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, Director               June 22, 2000
/s/ John H. Goldsmith         and Chief Executive Officer
John H. Goldsmith            (Principal Executive Officer)

                               Executive Vice President           June 22, 2000
/s/ Kenneth S. Klipper         Chief Financial Officer
Kenneth S. Klipper            (Principal Financial and
                                Accounting Officer)

/s/ C. Hunter Boll                    Director                    June 22, 2000
-----------------
C. Hunter Boll

/s/ Winston J. Churchill              Director                    June 22, 2000
------------------------
Winston J. Churchill


<PAGE>
/s/ Thomas M. Hagerty                 Director                    June 22, 2000
---------------------
Thomas M. Hagerty


/s/ David V. Harkins                  Director                   June 22, 2000
--------------------
David V. Harkins


/s/ Hugh R. Harris                    Director                   June 22, 2000
--------------------
Hugh R. Harris


/s/ Seth W. Lawry                     Director                   June 22, 2000
--------------------
Seth W. Lawry


/s/ John F. Luikart                   Director                   June 22, 2000
-------------------
John F. Luikart


/s/ David P. Prokupek                 Director                   June 22, 2000
---------------------
David P. Prokupek


/s/ Mark T. Whaley                    Director                   June 22, 2000
---------------------
Mark T. Whaley


/s/ Robert H. Yevich                  Director                   June 22, 2000
---------------------
Robert H. Yevich

<PAGE>

                                  EXHIBIT INDEX
Exhibit
Number        Description

4.1*          1998 Employee Stock Purchase Plan

4.2**         Amendment to the 1998 Employee Stock Purchase Plan

5             Opinion of Wilmer, Cutler & Pickering as to the legality of the
              securities being registered

23.1          Consent of Ernst & Young, LLP

23.2          Consent of Wilmer, Cutler & Pickering (included in Exhibit 5)

24            Power of attorney (included on signature pages of this
              Registration Statement)

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

*    Incorporated by reference to Post-Effective  Amendment No. 1 to Form S-8 of
     the Company, Registration Number 333-69273, filed with the Securities and
     Exchange Commission on December 23, 1998.

**   Incorporated by reference to Schedule Def 14A of the Company filed with the
     Securities and Exchange Commission on April 20, 2000.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 9753}]
{"company-data": {"conformed-name": "TUCKER ANTHONY SUTRO", "cik": "0001029267", "assigned-sic": "6211", "irs-number": "043335712", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39862", "film-number": "659139"}, "business-address": {"street1": "ONE BEACON STREET", "street2": "617-227-1050", "city": "BOSTON", "state": "MA", "zip": "02108", "phone": "6177252000"}, "mail-address": {"street1": "ONE BEACON STREET", "city": "BOSTON", "state": "MA", "zip": "02108"}, "former-company": [{"former-conformed-name": "FREEDOM SECURITIES CORP /DE/", "date-changed": "19980127"}, {"former-conformed-name": "JHFSC ACQUISITION CORP", "date-changed": "19980123"}]}
As filed with the Securities and Exchange Commission on June 22, 2000

                                                     Registration No. 333______
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                              TUCKER ANTHONY SUTRO
                           ---------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                              04-3335712
(State or other jurisdiction of                              (I.R.S. employer
 incorporation or organization)                           identification number)

                                One Beacon Street
                                Boston, MA 02108
                    ---------------------------------------
                    (Address of Principal Executive Offices)

                                 (617) 725-2000
              ---------------------------------------------------
              (Registrant's telephone number, including area code)

                    Amended 1998 Employee Stock Purchase Plan
             ------------------------------------------------------
                            (Full title of the plan)

                                John H. Goldsmith
                             Chief Executive Officer
                              Tucker Anthony Sutro
                                One Beacon Street
                           Boston, Massachusetts 02108
                                 (617) 725-2000
          ----------------------------------------------------------
          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)
                           ---------------------------
                                 With a copy to:
     Kevin McKay, Esq.                                R. Scott Kilgore, Esq.
      General Counsel                               Wilmer, Cutler & Pickering
    Tucker Anthony Sutro                               2445 M Street, N.W.
 One World Financial Center                           Washington, D.C. 20037
  New York, New York 10281

                                          CALCULATION OF REGISTRATION FEE
Proposed           Proposed
   Name of Plan                          Title of                               Maximum           Maximum
                                        Securities             Amount          Offering          Aggregate          Amount of
                                           to be                to be            Price            Offering        Registration
                                        Registered           Registered       Per Share (1)       Price (1)           Fee (1)
------------------------------------------------------------------------------------------------------------------------------------
Amended 1998 Employee                 Common Stock,
Stock Purchase Plan (the "ESPP")     $0.01 par value        1,250,000         $16.94            $20,925,000          $5,525
------------------------------------------------------------------------------------------------------------------------------------

(1)      In accordance  with Rule 457(h) and Rule 457(c) the aggregate  offering
         price and the amount of the  registration fee are computed on the basis
         of 1,250,000  shares not yet subject to purchase  under the ESPP using
         $16.94, the average of the high and low prices reported in the New York
         Stock Exchange on June 15, 2000.
Except as set forth below, the entire contents of the Form S-8 filed by
Tucker Sutro Anthony (the "Company") on December 18, 1998, as amended on
December 23, 1998, Registration Statement No. 333-69273, is hereby incorporated
by reference.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 5.   Interests of Named Experts and Counsel

         The legal validity of the shares of Common Stock of the Company offered
by the Registrant  pursuant to this Registration  Statement is being passed upon
by Wilmer, Cutler & Pickering.

         Item 8.   Exhibits

         The Exhibit Index attached to this Registration Statement is
incorporated herein by reference.

            [The remainder of this page is intentionally left blank.]
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
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 New York, New York on the 22nd day of June, 2000.

                                                  TUCKER ANTHONY SUTRO

                                                  /s/ John H. Goldsmith
                                                  ------------------------
                                                  Name: John H. Goldsmith
                                                  Title: Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature appears below
under the heading  "Signature"  constitutes  and appoints John H. Goldsmith and
Kenneth S.  Klipper as his or her true and lawful  attorney-in-fact  each acting
alone, with full power of substitution and resubstitution, for him or her and in
his or her  name,  place  and  stead,  in any and all  capacities  to file  this
Registration Statement, to sign any or all amendments (including  post-effective
amendments)  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  attorney-in-fact  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 for all  intents and
purposes  as he or she  might  or  could  do in  person,  hereby  ratifying  and
confirming  all that said  attorney-in-fact,  or his or her  substitute,  acting
alone, 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, Director               June 22, 2000
/s/ John H. Goldsmith         and Chief Executive Officer
John H. Goldsmith            (Principal Executive Officer)

                               Executive Vice President           June 22, 2000
/s/ Kenneth S. Klipper         Chief Financial Officer
Kenneth S. Klipper            (Principal Financial and
                                Accounting Officer)

/s/ C. Hunter Boll                    Director                    June 22, 2000
-----------------
C. Hunter Boll

/s/ Winston J. Churchill              Director                    June 22, 2000
------------------------
Winston J. Churchill
/s/ Thomas M. Hagerty                 Director                    June 22, 2000
---------------------
Thomas M. Hagerty

/s/ David V. Harkins                  Director                   June 22, 2000
--------------------
David V. Harkins

/s/ Hugh R. Harris                    Director                   June 22, 2000
--------------------
Hugh R. Harris

/s/ Seth W. Lawry                     Director                   June 22, 2000
--------------------
Seth W. Lawry

/s/ John F. Luikart                   Director                   June 22, 2000
-------------------
John F. Luikart

/s/ David P. Prokupek                 Director                   June 22, 2000
---------------------
David P. Prokupek

/s/ Mark T. Whaley                    Director                   June 22, 2000
---------------------
Mark T. Whaley

/s/ Robert H. Yevich                  Director                   June 22, 2000
---------------------
Robert H. Yevich
EXHIBIT INDEX
Exhibit
Number        Description

4.1*          1998 Employee Stock Purchase Plan

4.2**         Amendment to the 1998 Employee Stock Purchase Plan

5             Opinion of Wilmer, Cutler & Pickering as to the legality of the
              securities being registered

23.1          Consent of Ernst & Young, LLP

23.2          Consent of Wilmer, Cutler & Pickering (included in Exhibit 5)

24            Power of attorney (included on signature pages of this
              Registration Statement)

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

*    Incorporated by reference to Post-Effective  Amendment No. 1 to Form S-8 of
     the Company, Registration Number 333-69273, filed with the Securities and
     Exchange Commission on December 23, 1998.

**   Incorporated by reference to Schedule Def 14A of the Company filed with the
     Securities and Exchange Commission on April 20, 2000.