As filed with the Securities and Exchange Commission on December 31, 1996
                                                           Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                              --------------------
                             THE NETPLEX GROUP, INC.

                NEW YORK                              11-2824578
     (State or other jurisdiction of               (I.R.S. Employer
     incorporation or organization)               Identification No.)

    8260 GREENSBORO DRIVE, 5TH FLOOR                     22102
            MCLEAN, VIRGINIA                          (Zip Code)
(Address of principal executive offices)
                              --------------------
               1992 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN,
    1995 DIRECTORS' STOCK OPTION PLAN AND 1995 CONSULTANT'S STOCK OPTION PLAN
                            (Full Title of the Plan)
                              --------------------
                                   GENE ZAINO
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             THE NETPLEX GROUP, INC.
                        8260 GREENSBORO DRIVE, 5TH FLOOR
                             MCLEAN, VIRGINIA 22102
                     (Name and Address of agent for service)

                                 (703) 356-3001
          (Telephone number, including area code, of agent for service)
                              --------------------
                                 WITH A COPY TO:
                              STEVEN WOLOSKY, ESQ.
                     OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
                                 505 PARK AVENUE
                            NEW YORK, NEW YORK 10022
                                 (212) 753-7200
                              --------------------
               Approximate date of proposed sales pursuant to the
            plan: FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS
                             REGISTRATION STATEMENT.
                              --------------------

<TABLE>
<CAPTION>
                                          CALCULATION OF REGISTRATION FEE
==================================================================================================
                                                      Proposed      Proposed
                                                      maximum        maximum
       Title of                    Amount             offering      aggregate        Amount of
      securities                   to be               price        offering        registration
   to be registered              registered          per share        price             fee
--------------------------------------------------------------------------------------------------
<C>                        <C>                       <C>            <C>              <C>
Common Stock
$.001 par value            3,000,000 shares(1)(2)    $2.935925      $8,807,775       $2,669.02
--------------------------------------------------------------------------------------------------
Common Stock
$.001 par value              100,000 shares(1)(3)    $3.168         $  316,800          $96.00
--------------------------------------------------------------------------------------------------
Common Stock
$.001 par value              800,000 shares(4)       $3.375         $2,700,000         $818.18
--------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

(1) There are also  registered  hereby  such  indeterminate  number of shares of
Common  Stock  as  may  become  issuable  by  reason  of  the  operation  of the
anti-dilution  provisions of the 1992 Incentive and  Non-Qualified  Stock Option
Plan (the "1992 Plan") of The Netplex  Group,  Inc.  (the  "Company"),  the 1995
Directors' Stock Option Plan (the "1995 Plan") of the Company, and the Company's
1995 Consultant's Stock Option Plan (the "Consultant's Plan").

(2) Includes  2,509,000  shares with respect to which options were granted under
the 1992 Plan at an  average  exercise  price of $2.85.  An  additional  491,000
shares may be offered  under the 1992 Plan at prices not  presently  determined.
Pursuant to Rule 457(g) and (h), the offering  price for the shares which may be
issued  under the 1992 Plan is estimated  solely for the purpose of  determining
the  registration  fee and is based on the average of the high and low prices of
the Company's  Common Stock ($3.375) as reported by the OTC Electronic  Bulletin
Board ("OTC") on December 24, 1996.

(3) Includes  60,000 shares with respect to which options were granted under the
Directors'  Plan at an average  exercise  price of $3.03.  An additional  40,000
shares may be offered  under the 1995 Plan at prices not  presently  determined.
Pursuant to Rule 457(g) and (h), the offering  price for the shares which may be
issued  under the 1995 Plan is estimated  solely for the purpose of  determining
the  registration  fee and is based on the average of the high and low prices of
the Company's Common Stock ($3.375) as reported by the OTC on December 24, 1996.

(4)  Consists  of 800,000  shares with  respect to which  options may be granted
under the Consultant's Plan. Pursuant to Rule 457(g) and (h), the offering price
for the shares  which may be issued  under the  Consultant's  Plan is  estimated
solely for the purpose of determining the  registration  fee and is based on the
average of the high and low prices of the  Company's  Common  Stock  ($3.375) as
reported by the OTC on December 24, 1996.


                                       -2-
<PAGE>

PROSPECTUS
                                 760,000 SHARES

                             THE NETPLEX GROUP, INC.
                          Common Stock, $.001 par value


         This  Prospectus  relates to the reoffer and resale by certain  selling
shareholders who may be deemed affiliates (the "Selling Shareholders") of shares
(the  "Shares") of Common  Stock,  $.001 par value (the  "Common  Stock") of The
Netplex  Group,  Inc. (the  "Company")  that may be issued by the Company to the
Selling  Shareholders  upon the exercise of  outstanding  stock options  granted
pursuant to (i) the Company's 1995 Incentive and Non-Qualified Stock Option Plan
(the "1992 Plan") and (ii) the Company's 1995 Directors'  Stock Option Plan (the
"1995  Plan").  Certain  Selling  Shareholders  may be deemed  affiliates of the
Company as such term is defined by Rule 405 of the  Securities  Act of 1933,  as
amended (the "Act"). With respect to the Shares that may be issued to any of the
Selling  Shareholders or additional  persons who may be deemed  affiliates under
the 1992 Plan and the 1995 Plan,  this Prospectus also relates to certain Shares
underlying options which have not as of this date been granted. If and when such
options are granted,  the Company will  distribute  a Prospectus  Supplement  as
required by the Act.

         The offer and sale of the Shares to the Selling  Shareholders have been
previously  registered  under the Act. The Shares are being reoffered and may be
resold for the account of the  Selling  Shareholders  and the  Company  will not
receive any of the proceeds from the resale of the Shares.

         The Selling  Shareholders  have  advised the Company that the resale of
their Shares may be effected  from time to time in one or more  transactions  on
the OTC  Electronic  Bulletin  Board  ("OTC") or such other  market on which the
Shares are traded,  in  negotiated  transactions  or otherwise at market  prices
prevailing at the time of the sale or at prices otherwise negotiated.  See "Plan
of  Distribution."  The Company  will bear all expenses in  connection  with the
preparation of this Prospectus.

         The  Common  Stock of the  Company  is traded  on OTC under the  symbol
"NTPL".  On December  24,  1996,  the  closing  price for the Common  Stock,  as
reported by the OTC, was $3.375.

             THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
              BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
               COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
               THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
                             IS A CRIMINAL OFFENSE.

                The date of this Prospectus is December 31, 1996.
<PAGE>

                              AVAILABLE INFORMATION


         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements  and other  information  can be  inspected  and  copied at the public
reference facilities  maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W.,  Washington,  D.C. 20549; Northwest Atrium Center, Suite 1400, 500
West Madison Street, Chicago, Illinois 60661; and Seven World Trade Center, 13th
Floor,  New York,  New York 10048.  Copies of such material can be obtained from
the Public  Reference  Section of the Commission at Judiciary  Plaza,  450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.


                                TABLE OF CONTENTS

AVAILABLE INFORMATION........................................................  2

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..............................  3

GENERAL INFORMATION..........................................................  5

CORPORATE HISTORY............................................................  5

RISK FACTORS.................................................................  8

USE OF PROCEEDS.............................................................. 12

SELLING SHAREHOLDERS......................................................... 12

PLAN OF DISTRIBUTION......................................................... 13

LEGAL MATTERS................................................................ 13

EXPERTS...................................................................... 14

ADDITIONAL INFORMATION....................................................... 14


                                       -2-
<PAGE>

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE


         The following  documents,  filed by the Company with the Securities and
Exchange  Commission under the Securities  Exchange Act of 1934, as amended (the
"Exchange Act") are incorporated in this Prospectus by reference:

               (a) The  Company's  Annual  Report on Form  10-KSB for the fiscal
          year ended July 31, 1995.

               (b) The Company's Quarterly Reports on Form 10-QSB for the fiscal
          quarters  ended October 31, 1995,  December 31, 1995,  March 31, 1996,
          June 30, 1996 and September 30, 1996.

               (c) The Company's Current Reports on Form 8-K filed on January 9,
          1996, on June 7, 1996, as amended, and on December 4, 1996.

               (d) The  description of the Company's  Common Stock  contained in
          the  Company's  Registration  Statement  on Form  8-A  filed  with the
          Commission on March 8, 1993.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the  termination  of this  offering  shall be  deemed to be  incorporated  by
reference in this  Prospectus and to be a part hereof from the date of filing of
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 Prospectus 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 Prospectus.

         The Company  will  provide  without  charge to each person to whom this
Prospectus  is delivered,  on the written or oral request of any such person,  a
copy of any or all of the documents incorporated herein by reference (other than
exhibits to such documents which are not specifically  incorporated by reference
in such  documents).  Written requests for such copies should be directed to Mr.
Matthew Jones,  Chief  Financial  Officer,  8260  Greensboro  Drive,  5th Floor,
McLean, Virginia 22102, telephone number (703) 356-3001.

         The Company  intends to furnish its  shareholders  with annual  reports
containing  financial  statements  audited and reported upon by its  independent
accounting firm, quarterly reports containing


                                       -3-
<PAGE>

unaudited interim  financial  information and such other periodic reports as the
Company may determine to be appropriate or as may be required by law.

         This  Prospectus  includes  references to trademarks of entities  other
than the Company which have reserved all rights with respect to their respective
trademarks.

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

         No dealer,  salesman or other  person has been  authorized  to give any
information or to make any  representations  other than those  contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or any Selling  Shareholder.  This Prospectus does not constitute
an offer to sell, or a solicitation  of an offer to buy, the securities  offered
hereby to any person in any state or other  jurisdiction  in which such offer or
solicitation  is unlawful.  The delivery of this Prospectus at any time does not
imply that information  contained herein is correct as of any time subsequent to
its date.


                                       -4-
<PAGE>

                               GENERAL INFORMATION

                                   THE COMPANY

         The  Netplex  Group,  Inc.,  a New York  corporation  (the  "Company"),
headquartered  in  McLean,  Virginia,  is an  information  technology  solutions
provider.  Its address is 8260 Greensboro  Drive,  5th Floor,  McLean,  Virginia
22102 and its telephone number is (703) 356-3001. Its Worldwide Web site address
is www.netplexgroup.com.

         The  Company's  core  business  involves the  offering of  professional
technical  services  to  large  organizations   (generally  Fortune  2,000  type
companies) who require assistance integrating  information technology into their
businesses.   The  Company's  customers  include  large  banks,   pharmaceutical
companies and financial services institutions. The Company employs approximately
300 full-time  professional  technical employees and has access to a database of
an additional 15,000 technical  consultants who may be contracted for hire on an
as needed basis. The Company's services focus on the design, implementation, and
management of large network-based systems.  Occasionally, the Company may resell
certain  technology  products  in order to deliver  customers  fully  integrated
system-solutions.  The Company's specific areas of expertise include Network and
System Management, Database Integration, Help Desk Automation, Disaster Recovery
Planning, Information Systems Security, Local Area Network Integration, Intranet
Deployment,  Remote  and  Mobile  Workforce  Automation,  and  Law  Firm  Office
Automation.

         The Company engages in project assignments throughout North America and
has offices in the New York City,  Central New  Jersey,  Chicago and  Washington
D.C. metropolitan markets.

                                CORPORATE HISTORY

         The Company is a New York  corporation  incorporated  in 1986 under the
name  CompLink,  Ltd. In March 1993 the Company  consummated  an initial  public
offering and received net proceeds of  approximately  $4,700,000 and received an
additional  approximately  $6,000,000  in October  1993  through the exercise of
warrants  issued in connection with the initial public  offering.  The Company's
initial public offering was underwritten by the  Underwriter.  In December 1993,
the Company consummated a merger with Technology  Development Systems,  Inc., an
Illinois  corporation  ("TDS")  which became a  wholly-owned  subsidiary  of the
Company.  On June 7, 1996, a wholly-owned  subsidiary of the Company merged with
and into The Netplex Group, Inc. ("Netplex  Virginia"),  a Virginia corporation,
and a  second  wholly-owned  subsidiary  of the  Company  merged  with  and into
America's Work Exchange, Inc. ("AWE"), a New York corporation. Upon consummation
of the mergers, Netplex Virginia and AWE became wholly-owned subsidiaries of the
Company (the "Mergers"). As


                                       -5-
<PAGE>

consideration  for the  Mergers,  the Company  issued an  aggregate of 3,245,295
shares of Common  Stock to the  shareholders  of Netplex and AWE,  including  an
aggregate of 1,263,930  shares to Gene Zaino,  who was a Director of the Company
and is now the President  and Chief  Executive  Officer of the Company.  Netplex
Virginia changed its name to The Netplex System  Integration Group, Inc. and the
Company changed its name to The Netplex Group, Inc.

         As a result  of the  Mergers,  there  was a change  of  control  of the
Company in that, as of the consummation of the Mergers,  approximately  50.4% of
the outstanding shares of the Company are now held by the former shareholders of
Netplex  Virginia  and AWE  (60.7% of the  outstanding  shares of the  Company's
Common  Stock if all of the Company  options  issuable  in exchange  for Netplex
Virginia options and AWE options are exercised). The Mergers have been accounted
for under the  purchase  method of  accounting  as a reverse  merger,  since the
shareholders of the acquirees,  which have common  control,  received the larger
percentage of the voting rights of the combined entity.  The Mergers resulted in
a  recapitalization  of the  accounting of CompLink,  Ltd. so that the resulting
capitalization  of the Company  after the Mergers were that of CompLink,  Ltd.'s
(the Company prior to Mergers) after giving effect to the new share issuance and
the elimination of CompLink,  Ltd.'s accumulated deficit. The acquisition of the
assets and liabilities of CompLink,  Ltd. have been accounted for at book value,
which approximates fair value. For a further discussion of the Mergers,  see the
Company's (i) Proxy Statement for Special  Meeting of  Shareholders  held on May
24, 1996, (ii) Form 10-QSB for the six-months ended June 30, 1996 and (iii) Form
8-K,  dated  June 7,  1996,  as  amended.  Unless  otherwise  indicated  herein,
references  to  the  Company  include  its  wholly-owned  subsidiaries,  Netplex
Virginia, AWE and TDS.

RECENT DEVELOPMENTS

         In September 1996, the Company received approximately $3,000,000 in net
proceeds from the consummation of the 1996 Private Placement whereby the Company
issued the Convertible Preferred Stock and granted the 1996 Warrants.

         On October 21, 1996 the Company filed an application  for the relisting
of its Common Stock on the Nasdaq Small Cap Market ("Nasdaq"). While the Company
believes that it meets the  requirements for listing its Common Stock on Nasdaq,
there can be no assurance  that such listing will be approved by Nasdaq.  If the
Company's  listing is not approved by Nasdaq the Company will continue to have a
limited trading market for its securities.

         On November 5, 1996 the Company  reached an  agreement  for the sale of
its  WorldLink(TM)   Remote  and  Mobile  Workforce   automation  software  (the
"Product") developed and distributed by its wholly- owned subsidiary  Technology
Development Systems, Inc. ("TDS"). The


                                       -6-
<PAGE>

sale price is $3.5 million payable in cash at closing, originally expected to be
November 15, 1996.  On November  19, 1996,  the Company  closed a portion of the
sale with the buyer for a purchase  price of $2.0  million in cash.  The Company
and the buyer agreed to continue  negotiations for the remaining  portion of the
transaction.  Finalization  of the sale of the  Product is expected by year end,
but,  there can be no assurance that the remaining  portion of this  transaction
will be completed.

         The Company will continue to support WorldLink's(TM) existing customers
and has formed a practice unit to provide Remote and Mobile Workforce Automation
services.


                                       -7-
<PAGE>

                                  RISK FACTORS

         THE   SECURITIES   OFFERED  HEREBY  INVOLVE  A  HIGH  DEGREE  OF  RISK.
PROSPECTIVE  INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS,  AS
WELL AS INFORMATION CONTAINED ELSEWHERE IN THIS PROSPECTUS.

         OPERATING LOSSES. The Company had a net loss of $1,783,326 for the nine
months ended  September  30, 1996.  The Company  anticipates  that losses,  on a
consolidated basis, will continue until such time, if ever, that it can generate
sufficient  revenues  from  the  sales of its  products  and  services  to cover
operating costs. There can be no assurance that the Company's  operations,  on a
consolidated   basis,  will  become  profitable  or  that  the  Company,   on  a
consolidated  basis, will ever be able to generate cash flows sufficient to meet
its operating costs and sustain its operations.


         LIMITED  WORKING  CAPITAL;  POSSIBLE  NEED  FOR  ADDITIONAL  FINANCING;
UNCERTAINTY  OF CAPITAL  FUNDING.  As of  September  30,  1996,  the Company had
working capital of $2,614,910.  Management  believes that its existing resources
will be adequate for the Company's cash needs through December 31, 1997.  Beyond
such period,  the Company may need to raise  substantial  additional  capital to
fund its operations. There can be no assurance that additional financing will be
available  on  acceptable  terms or available  at all. If  additional  funds are
raised by issuing  equity  securities,  further  dilution to  shareholders  will
result.  If  adequate  funds are not  available,  the Company may be required to
delay,  curtail,  reduce  the scope of or  eliminate  (i) the  expansion  of its
operations  and/or (ii) its marketing  and sales efforts which could  materially
adversely affect the financial and business operations of the Company.

         CONTROL OF THE COMPANY BY FORMER NETPLEX VIRGINIA AND AWE SHAREHOLDERS.
The former  shareholders of Netplex Virginia and AWE currently own a majority of
the  outstanding  shares of the Common  Stock,  with Gene Zaino,  currently  the
President and Chief Executive Officer of the Company,  owning 19.6%, and Michael
O'Connor,  John Thompson,  Stanley Fischer and Scott Pogoda owning  collectively
approximately 28.2%, and together with Mr. Zaino,  approximately,  47.8%, of the
outstanding shares of the Common Stock. Accordingly,  the former shareholders of
Netplex  Virginia and AWE as a group,  and Mr.  Zaino and the other  individuals
named above in  particular,  will be in a position  to control  the  election of
directors  and other  corporate  matters that require the vote of the  Company's
shareholders.

         RELIANCE ON MAJOR CUSTOMER. Two customers of Netplex Virginia accounted
for approximately 33% and 22% of Netplex Virginia's  revenues for the year ended
December 31, 1995. The contract with


                                       -8-
<PAGE>

one  such  customer  is  terminable  at  will  and  the  Company  completed  its
obligations under the other contract. No customer accounted for more than 10% of
the Company's revenues for the nine-months ended September 30, 1996.

         POTENTIAL   FLUCTUATIONS  IN  QUARTERLY  RESULTS.   Variations  in  the
Company's  revenues  and  operating  results  could occur from time to time as a
result of a number of  factors,  such as the number  and dollar  value of client
engagements commenced and completed during a quarter, the number of working days
in a quarter and employee hiring and utilization  rates.  The timing of revenues
is difficult to forecast because the Company's sales cycle is relatively long in
the case of new clients and may depend on factors  such as the size and scope of
assignments and general  economic  conditions.  Because a high percentage of the
Company's  expenses  are  relatively  fixed,  a  variation  in the timing of the
initiation or the completion of client assignments,  particularly at or near the
end of any quarter,  can cause significant  variations in operating results from
quarter to quarter and could  result in reported  losses for that  quarter.  The
Company's  engagements generally are terminable at will and at the discretion of
the client.  An  unanticipated  termination of a major project could require the
Company to maintain or terminate under-utilized employees, resulting in a higher
than expected number of unassigned persons or higher severance  expenses.  While
professional staff must be adjusted to reflect active projects, the Company must
maintain a sufficient number of senior  professionals to oversee existing client
projects  and   participate   with  its  sales  force  in  securing  new  client
assignments.  Because  some of the  Company's  engagements  are  performed  on a
fixed-price  basis,  the  Company  also  bears  the  risk of cost  overruns  and
inflation.  The Company's  operating  results may also vary depending on factors
such  as new  product  introductions  by the  Company  and  others,  and  market
acceptance of new and enhanced versions of the Company's products.

         DEPENDENCE UPON KEY PERSONNEL. The Company's future success will depend
in large part on the continued  services of Gene Zaino, the Company's  President
and Chief Executive Officer,  and of the Company's technical,  marketing,  sales
and  management  personnel,  as well as on its  ability to  continue to attract,
motivate and retain highly  qualified  employees.  The Company has applied for a
$1,000,000  key man  insurance  policy on the life of Mr.  Zaino.  The Company's
employees may voluntarily  terminate their  employment at any time.  Competition
for such employees is intense, and the process of locating technical, marketing,
sales and  management  personnel  with the  combination of skills and attributes
required  to execute  the  Company's  strategy  is often  lengthy.  The  Company
believes that it will need to hire  additional  technical  personnel in order to
enhance  existing  products  and to develop new  products  and to hire new sales
personnel  in order to sell  their  products.  If the  Company is unable to hire
additional technical personnel, the development of new products and enhancements
will likely be delayed. If the Company is unable to hire additional sales


                                       -9-
<PAGE>

personnel,  the sale of  existing  and new  products  will  likely be  adversely
impacted.  The inability to attract new personnel could have a material  adverse
effect upon the  Company's  results of operations  and research and  development
efforts. In particular, the Company's success will depend in large part upon its
ability to attract  and retain  qualified  project  managers.  While to date the
Company has had no difficulty in attracting and retaining  qualified  employees,
qualified  project  managers are in particularly  great demand and are likely to
remain a limited resource for the foreseeable future and, accordingly, there can
be no assurance  that the Company  will be able to retain and attract  qualified
project management.

         COMPETITION.  The Company provides information technology services. The
information technology services market comprises a large number of participants,
is subject to rapid  changes,  and is highly  competitive.  The market  includes
participants from a variety of market segments, including systems consulting and
integration firms,  contract  programming  companies,  the professional  service
groups of computer  equipment  companies such as Hewlett-Packard  Company,  IBM,
Unisys Corporation and Digital Equipment Corporation,  facilities management and
MIS outsourcing  companies,  "Big Six" accounting firms, and general  management
consulting firms. The Company's  competitors in this area also include companies
such as Andersen Consulting,  Technology Solutions Corporation, SHL Systemhouse,
Inc., Innovative Information Systems, Inc., Cap Gemini America,  Business System
Group,  Computer Sciences  Corporation,  Electronic Data Systems Corporation and
Keane, Inc. Many participants in the information technology services market have
significantly  greater financial,  technical and marketing resources and greater
name recognition  than the Company and generate  greater systems  consulting and
integration  revenues  than  does the  Company.  In  addition,  the  information
technology  services  market is highly  fragmented and served by numerous firms,
many of which serve only their  respective  local markets.  The Company believes
that the principal  competitive  factors in the information  technology services
industry   include   responsiveness   to   client   needs,   speed  of   project
implementation,  quality of service,  price,  project management  capability and
technical  expertise.  The Company  believes  that its  ability to compete  also
depends  in part  on a  number  of  competitive  factors  outside  its  control,
including the ability of its  competitors  to hire,  retain and motivate  senior
project managers, the Company's products and services, the price at which others
offer comparable services,  and the extent of their competitors'  responsiveness
to customer needs.

         LEGAL  UNCERTAINTIES.  There are many  legal  uncertainties  concerning
technical services firms, including the extent of such a company's liability for
violations of employment  and  discrimination  laws.  Such liability can include
violations of employment and  discrimination  laws committed by consultants  the
Company provides to its customers. Accordingly, the Company may be


                                      -10-
<PAGE>

subject to liability  for  violations of these or other laws even if it does not
participate in the commission of such violations.  The Company believes it is in
compliance in all material respects with all applicable  rules,  regulations and
licensing requirements.

         PROJECT  RISKS.  Occasionally,  the Company is required to guarantee to
its customers that the integrated  system on which it is consulting will operate
properly  when  completed.  Rapid  changes  in  technology  or other  unforeseen
developments  can make any such  guarantee  difficult to meet and can expose the
Company  to loss of the  costs  incurred  by it and  revenue  anticipated  to be
derived, in connection with any such project.

         NASDAQ  LISTING.  The  Company's  Common  Stock  currently is quoted or
traded on the OTC Bulletin  Board and The Boston Stock  Exchange,  respectively.
The Company has applied to list its Common Stock on the Nasdaq  SmallCap  Market
("Nasdaq")  which has  several  requirements  for  listing,  including  that the
Company have at least  $4,000,000  in total assets and the Company have at least
$2,000,000 in  shareholders'  equity.  While the Company  believes that it is in
compliance with these  requirements,  there can be no assurance that Nasdaq will
be  satisfied  that the Company will be able to meet these  requirements  for an
extended period of time and,  accordingly,  Nasdaq may not approve the Company's
listing  application.  In addition,  Nasdaq  requires that the Company's  Common
Stock  have a  trading  price of at least  $3.00 per  share to be  approved  for
listing. While the Company's Common Stock currently trades above $3.00 per share
and while the Company has agreed to use its best efforts,  including undertaking
a reverse  stock split to increase the trading price of the Common Stock so that
the  Common  Stock can be  listed  on  Nasdaq,  there  can be no  assurance  the
Company's Common Stock will continue to trade above $3.00 per share.

         LIMITED PUBLIC MARKET TRADING; POTENTIAL EFFECT OF "PENNY STOCK" RULES.
There can be no assurance  that an active  market will exist for the reoffer and
resale of the Common  Stock even after the shares are  registered,  or that such
stock could be sold without a significant negative impact on the publicly quoted
stock price per share. Furthermore,  if the Company's Common Stock is not listed
on Nasdaq or the Boston Stock Exchange, it is subject to the "penny stock" rules
adopted  pursuant to Section 15(g) of the  Securities  Exchange Act of 1934. The
penny stock rules apply to non-Nasdaq or exchange listed  companies whose common
stock  trades at less than $5.00 per share or which have  tangible  net worth of
less than $5,000,000  ($2,000,000 if the company has been operating for three or
more years).  Such rules  require,  among other  things,  that brokers who trade
"penny stock" to persons other than  "established  customers"  complete  certain
documentation,  make  suitability  inquiries of investors and provide  investors
with  certain  information  concerning  trading the  security,  including a risk
disclosure  document and quote  information  under certain  circumstances.  Many
brokers have decided not to trade "penny


                                      -11-
<PAGE>

stock"  because of the  requirements  of the penny stock rules and, as a result,
the number of broker-dealers  willing to act as market makers in such securities
is limited.

         OUTSTANDING  OPTIONS  AND  WARRANTS.  There are  currently  outstanding
options and warrants to purchase  5,125,500  shares in the aggregate at exercise
prices  ranging  between  $2.00 to $6.00  per  share.  In  addition,  there  are
currently  1,750,000 shares of Class A Convertible  Preferred Stock  ("Preferred
Stock") outstanding. The exercise of such options and warrants or the conversion
of the Convertible  Preferred Stock will have a dilutive effect on the ownership
interests of the Company's existing shareholders.

         SHARES  ELIGIBLE FOR FUTURE SALE.  Currently,  3,321,213  shares of the
Common Stock held by shareholders are "restricted  securities",  as that term is
defined in Rule 144 under the  Securities  Act of 1933, as amended.  All of such
shares are being registered hereby. Of such shares, 75,918 may currently be sold
under Rule 144.  In  addition,  commencing  June 7, 1998 (or June 7, 1997 if the
Securities and Exchange  Commission reduces the holding period under Rule 144 to
one year),  the balance of such shares (or  3,245,295  shares) may be sold under
Rule 144. Such sales may tend to depress the price of the Company's  securities.
Of such 3,245,295 shares,  2,303,053 shares are subject to lock-up periods which
will terminate either on June 7, 1997 or December 7, 1997.

         NO  DIVIDENDS.  The Company has paid no  dividends  on its  outstanding
Common Stock and anticipates that income,  if any, received from operations will
be devoted to the Company's future operations. In addition,  dividends on Common
Stock are subject to the preferences for dividends on the Convertible  Preferred
Stock.  Accordingly,  the  Company  does  not  anticipate  the  payment  of cash
dividends on its Common Stock in the foreseeable  future.  Any future  dividends
will depend upon earnings,  if any, of the Company, its financial  requirements,
and other factors.

                                 USE OF PROCEEDS

         The  Company  will  receive  the  exercise  price of the  options  when
exercised by the holders thereof. Such proceeds will be used for working capital
purposes by the Company.  The Company will not receive any of the proceeds  from
the reoffer and resale of the Shares by the Selling Shareholders.

                              SELLING SHAREHOLDERS

         This  Prospectus  relates to the reoffer and resale of Shares issued or
that may be issued  to the  Shareholders  (who may be  deemed to be  affiliates)
under the 1992 Plan or the 1995 Plan.

         The following table sets forth (i) the number of shares of Common Stock
beneficially owned by each Selling Shareholder at


                                      -12-
<PAGE>

December 27,  1996,  (ii) the number of Shares of Common Stock to be offered for
resale by each Selling Shareholder and (iii) the number and percentage of shares
of Common Stock to be held by each Selling  Shareholder  after completion of the
Offering.

<TABLE>
<CAPTION>
                                                                                                    Number of shares of
                                                                                                       Common Stock/
                                                 Number of shares of            Number of          Percentage of Class to
                                                     Common Stock             Shares to be             be Owned After
                                                Beneficially Owned at          Offered for           Completion of the
                   Name                           December 27, 1996 (1)          Resale                   Offering
----------------------------------------      ------------------------     -----------------     ------------------------
<S>                                                     <C>                         <C>                 <C>
Gene Zaino(2)..............................             1,529,850                   615,000             1,322,350/26.5%

Howard Landis(3)...........................                50,000(3)                 15,000                50,000/*

Richard Goldstein(4).......................                     0                    15,000                     0/*

Neil Luden(5)..............................               100,000(5)                100,000                     0/*

Deborah Schondorf Novick(6)................                 8,750(6)                 15,000                 1,250/*
</TABLE>

------------------------
*  less than one percent

(1)      Includes  shares  issuable  upon the exercise of presently  exercisable
         options.

(2)      Gene Zaino has been a Director  since  August  1995 and  President  and
         Chief Executive Officer of the Company since June 1996.

(3)      Howard Landis has been a Director of the Company since June 1996.  Such
         shares  are  issuable  upon  the   conversion  of  shares  of  Class  A
         Convertible  Preferred  Stock which were issued in a private  placement
         (the  "Private  Placement")  consummated  in September  1996.  Does not
         include shares  issuable upon the exercise of warrants  granted in such
         Private Placement.

(4)      Richard Goldstein has been a Director of the Company since August 1996.

(5)      Neil Luden has been a Director  of the Company  since  1992,  President
         from 1992 to June 1996 and is  currently  an Officer.  Does not include
         100,000  shares of Common Stock issuable upon the exercise of presently
         exercisable options.

(6)      Deborah  Schondorf  Novick has been a  Director  of the  Company  since
         August 1995. Consists of (i) presently  exercisable options to purchase
         7,500  shares of Common  Stock (ii)  presently  exercisable  options to
         purchase  1,250 shares of Common Stock granted in  connection  with the
         Company's initial public offering (the "Underwriter Options") and (iii)
         1,250  shares of Common  Stock  issuable  upon the exercise of warrants
         ("Underwriter  Warrants")  which are issuable  upon the exercise of the
         Underwriter  Options.  Ms.  Schondorf  Novick  is  an  officer  of  GKN
         Securities  Corp. Such amount does not include shares issuable upon the
         exercise of Underwriter  Warrants and  Underwriter  options held by GKN
         Securities  Corp.  or other  employees,  officers or  affiliates of GKN
         Securities Corp.

                              PLAN OF DISTRIBUTION

         It is anticipated that all of the Shares will be offered by the Selling
Shareholders  from time to time in the open market,  either  directly or through
brokers  or  agents,  or  in  privately  negotiated  transactions.  The  Selling
Shareholders  have  advised  the  Company  that  they  are  not  parties  to any
agreement, arrangement or understanding as to such sales.

                                  LEGAL MATTERS

         Certain  legal  matters in  connection  with the issuance of the Shares
offered hereby have been passed upon for the Company by


                                      -13-
<PAGE>

Olshan  Grundman  Frome &  Rosenzweig  LLP,  New York,  New York  10022.  Steven
Wolosky,  a member of Olshan  Grundman Frome & Rosenzweig  LLP, holds options to
purchase 10,000 shares of Common Stock of the Company.

                                     EXPERTS

         The consolidated  financial  statements of The Netplex Group,  Inc. and
subsidiaries (formerly CompLink,  Ltd.) as of July 31, 1995, and for each of the
years in the two-year  period ended July 31, 1995;  the financial  statements of
The  Netplex  Group,  Inc.  (formerly   CompuServe  Systems   Integration  Group
Mid-Atlantic,  Inc.) as of December 31, 1995,  and for the year then ended;  the
consolidated   financial  statements  of  America's  Work  Exchange,   Inc.  and
subsidiary as of December 31, 1995 and 1994, and for the year ended December 31,
1995 and the period from April 21, 1994  (inception)  to December 31, 1994;  and
the  financial  statements  of  Software  Resources  of New  Jersey,  Inc. as of
December  31,  1995 and 1994,  and for the years  then  ended,  incorporated  by
reference  herein,  have been  incorporated  by  reference  in the  registration
statement  in reliance  upon the report of KPMG Peat  Marwick  LLP,  independent
certified public  accountants,  incorporated by reference  herein,  and upon the
authority of said firm as experts in accounting and auditing.

         The  financial   statements  of  The  Netplex  Group,  Inc.   (formerly
CompuServe  Systems  Integration  Group  Mid-Atlantic,  Inc.) as of December 31,
1994, and for the year then ended  incorporated by reference  herein,  have been
incorporated  by reference in the  registration  statement in reliance  upon the
report  of  Tocci,   Goldstein  &  Company  LLP,  independent  certified  public
accountants,  incorporated by reference  herein,  and upon the authority of said
firm as experts in accounting and auditing.

                             ADDITIONAL INFORMATION

         The Company has filed with the  Securities  and  Exchange  Commission a
Registration  Statement on Form S-8 under the Securities Act with respect to the
Shares offered hereby.  For further  information with respect to the Company and
the securities offered hereby,  reference is made to the Registration Statement.
Statements  contained in this  Prospectus  as to the contents of any contract or
other document are not necessarily complete, and in each instance,  reference is
made to the  copy of such  contract  or  document  filed  as an  exhibit  to the
Registration  Statement,  such statement being qualified in all respects by such
reference.


                                      -14-
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission (the  "Commission")  are incorporated  herein by reference and made a
part hereof:

                  (a) The Netplex Group, Inc.'s (the "Company") Annual Report on
         Form 10-KSB for the fiscal year ended July 31, 1995;

                  (b) The  Company's  Quarterly  Reports on Form  10-QSB for the
         quarters  ended  October 31, 1995,  December 31, 1995,  March 31, 1996,
         June 30, 1996 and September 30, 1996.

                  (c) The Company's Current Report on Form 8-K, filed on January
         9, 1996, on June 7, 1996, as amended, and on December 4, 1996.

                  (d) The description of the Company's  securities  contained in
         the Company's Registration Statement on Form 8-A filed March 8, 1993.

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

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         Certain  legal  matters in  connection  with the issuance of the Shares
offered hereby have been passed upon for the Company by Messrs.  Olshan Grundman
Frome & Rosenzweig LLP, New York, New York 10022.  Steven  Wolosky,  a member of
such firm, has been granted  options to purchase  10,000 shares of the Company's
Common Stock, $.001 par value.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Except  as  hereinafter  set  forth,  there  is  no  statute,   charter
provision, by-law, contract or other arrangement under which any


                                      -15-
<PAGE>

controlling person, director or officer of the Company is insured or indemnified
in any manner against liability which he may incur in his capacity as such.

         The  Company's  authority to indemnify  its  directors  and officers is
governed by the provisions of Article 7 of the New York Business Corporation Law
(the "BCL").

         Section  722 of the  BCL  provides  that a  corporation  may  indemnify
directors  and  officers  as well as other  employees  and  individuals  against
judgments, fines, amounts paid in settlement, and reasonable expenses, including
attorneys'  fees, in connection  with actions or  proceedings,  whether civil or
criminal  (other  than  an  action  by or in the  right  of  the  corporation--a
"derivative  action"),  if  they  acted  in  good  faith  and in a  manner  they
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe their conduct was unlawful.  A similar  standard is
applicable  in the  case of  derivative  actions,  except  indemnification  only
extends  to  amounts  paid in  settlement  and  reasonable  expenses  (including
attorneys'  fees) incurred in connection  with the defense or settlement of such
actions,  and the statute does not apply in respect of a threatened action, or a
pending  action that is settled or otherwise  disposed  of, and  requires  court
approval  before  there  can be any  indemnification  where the  person  seeking
indemnification has been found liable to the corporation. Section 721 of the BCL
provides  that Article 7 of the BCL is not  exclusive  of other  indemnification
that  may  be  granted  by  a   corporation's   certificate  of   incorporation,
disinterested director vote, shareholder vote, agreement or otherwise.

         A more specific description of the relevant law is provided below.

         ss.721  NONEXCLUSIVITY OF STATUTORY  PROVISIONS FOR  INDEMNIFICATION OF
DIRECTORS  AND  OFFICERS  -- The  indemnification  and  advancement  of expenses
granted  pursuant to, or provided by, this article shall not be deemed exclusive
of any other rights to which a director or officer  seeking  indemnification  or
advancement of expenses may be entitled, whether contained in the certificate of
incorporation  or the  by-laws  or,  when  authorized  by  such  certificate  of
incorporation or by-laws, (i) a resolution of shareholders, (ii) a resolution of
directors,  or (iii) an agreement providing for such  indemnification,  provided
that no  indemnification  may be made to or on behalf of any director or officer
if a judgment or other  final  adjudication  adverse to the  director or officer
establishes  that his acts were  committed  in bad  faith or were the  result of
active and  deliberate  dishonesty  and were  material to the cause of action so
adjudicated,  or that he personally  gained in fact a financial  profit or other
advantage to which he was not legally entitled. Nothing contained in this


                                      -16-
<PAGE>

article shall affect any rights to indemnification to which corporate  personnel
other than directors and officers may be entitled by contract or otherwise under
law.

         ss.722 AUTHORIZATION FOR INDEMNIFICATION OF DIRECTORS AND OFFICERS--(a)
A corporation may indemnify any person,  made, or threatened to be made, a party
to an action or proceeding  other than one by or in the right of the corporation
to procure a judgment in its favor,  whether  civil or  criminal,  including  an
action by or in the right of any other corporation of any type or kind, domestic
or foreign, or any partnership,  joint venture,  trust, employee benefit plan or
other enterprise, which any director or officer of the corporation served in any
capacity at the request of the  corporation,  by reason of the fact that he, his
testator or intestate,  was a director or officer of the corporation,  or served
such other corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise in any capacity,  against judgments,  fines, amounts paid in
settlement  and  reasonable  expenses,  including  attorneys'  fees actually and
necessarily  incurred  as a result of such action or  proceeding,  or any appeal
therein,  if such director or officer acted, in good faith,  for a purpose which
he  reasonably  believed  to be in,  or,  in the case of  service  for any other
corporation or any partnership,  joint venture,  trust, employee benefit plan or
other enterprise,  not opposed to, the best interests of the corporation and, in
criminal actions or proceedings, in addition, had no reasonable cause to believe
that his conduct was unlawful.

         (b) The  termination of any such civil or criminal action or proceeding
by judgment,  settlement,  conviction or upon a plea of nolo contendere,  or its
equivalent,  shall not in itself create a presumption  that any such director or
officer did not act, in good faith,  for a purpose which he reasonably  believed
to be  in,  or,  in the  case  of  service  for  any  other  corporation  or any
partnership,  joint venture,  trust,  employee benefit plan or other enterprise,
not opposed to, the best interests of the  corporation or that he had reasonable
cause to believe that his conduct was unlawful.

         (c) A  corporation  may  indemnify any person made, or threatened to be
made,  a party to an action by or in the right of the  corporation  to procure a
judgment in its favor by reason of the fact that he, his testator or  intestate,
is or was a director or officer of the corporation,  or is or was serving at the
request of the corporation as a director or officer or any other  corporation of
any type or kind, domestic or foreign, of any partnership, joint venture, trust,
employee  benefit plan or other  enterprise,  against amounts paid in settlement
and reasonable  expenses,  including  attorneys' fees,  actually and necessarily
incurred by him in connection with the defense or settlement of such action,  or
in connection  with an appeal therein if such director or officer acted, in good
faith,  for a purpose which he reasonably  believed to be in, or, in the case of
service for any other corporation or any


                                      -17-
<PAGE>

partnership,  joint venture,  trust,  employee benefit plan or other enterprise,
not  opposed  to,  the  best  interests  of  the  corporation,  except  that  no
indemnification  under  this  paragraph  shall  be  made  in  respect  of  (1) a
threatened  action,  or a pending action which is settled or otherwise  disposed
of, or (2) any claim  issue or matter as to which  such  person  shall have been
adjudged to be liable to the corporation, unless and only to the extent that the
court in which the action was brought,  or, if no action was brought,  any court
of competent jurisdiction,  determines upon application that, in view of all the
circumstances  of the case,  the person is fairly  and  reasonably  entitled  to
indemnity  for such portion of the  settlement  amount and expenses as the court
deems proper.

         (d) For the purpose of this section,  a corporation  shall be deemed to
have requested a person to serve an employee  benefit plan where the performance
by such  person of his  duties to the  corporation  also  imposes  duties on, or
otherwise  involves  services  by,  such person to the plan or  participants  or
beneficiaries of the plan;  excise taxes assessed on a person with respect to an
employee benefit plan pursuant to applicable law shall be considered  fines; and
action taken or omitted by a person with respect to an employee  benefit plan in
the  performance of such person's  duties for a purpose  reasonably  believed by
such person to be in the interest of the participants  and  beneficiaries of the
plan  shall be  deemed  to be for a  purpose  which is not  opposed  to the best
interests of the corporation.

         ss.723  PAYMENT OF  INDEMNIFICATION  OTHER THAN BY COURT  AWARD--(a)  A
person who has been successful,  on the merits or otherwise, in the defense of a
civil or criminal action or proceeding of the character described in section 722
shall be entitled to indemnification as authorized in such section.

         (b) Except as provided in  paragraph  (a),  any  indemnification  under
section 722 or otherwise  permitted by section  721,  unless  ordered by a court
under section 724  (Indemnification of directors and officers by a court), shall
be made by the corporation, only if authorized in the specific case:

                  (1) By the board  acting by a quorum  consisting  of directors
         who are not parties to such action or  proceeding  upon a finding  that
         the  director or officer  has met the  standard of conduct set forth in
         section 722 or established pursuant to section 721, as the case may be,
         or,

                  (2) If a quorum under  subparagraph  (1) is not obtainable or,
         even if obtainable, a quorum of disinterested directors so directs;

                           (A) By the  board  upon the  opinion  in  writing  of
                  independent  legal counsel that  indemnification  is proper in
                  the circumstances because the applicable standard of


                                      -18-
<PAGE>

                  conduct  set  forth  in such  sections  has  been  met by such
                  director or officer, or

                           (B)  By  the  shareholders  upon  a  &ding  that  the
                  director or officer has met the applicable standard of conduct
                  set forth in such sections.

                           (C)  Expenses   incurred  in  defending  a  civil  or
                  criminal  action or proceeding may be paid by the  corporation
                  in advance of the &al disposition of such action or proceeding
                  upon  receipt  of  an  undertaking  by or on  behalf  of  such
                  director  or  officer  to repay  such  amount  as,  and to the
                  extent, required by paragraph (a) of section 725.

         SS.724  INDEMNIFICATION  OF  DIRECTORS  and  OFFICERS  BY A  COURT--(a)
Notwithstanding  the failure of a corporation  to provide  indemnification,  and
despite  any  contrary  resolution  of the board or of the  shareholders  in the
specific case under section 723 (Payment of indemnification  other than by court
award),  indemnification  shall be awarded  by a court to the extent  authorized
under section 722 (Authorization for indemnification of directors and officers),
and paragraph (a) of section 723.

         Application therefor may be made, in every case, either:

                  (1) In the civil  action or  proceeding  in which the expenses
         were incurred or other amounts were paid, or

                  (2) To the supreme  court in a separate  proceeding,  in which
         case the  application  shall set forth the  disposition of any previous
         application  made to any court for the same or similar  relief and also
         reasonable cause for the failure to make application for such relief in
         action or  proceeding  in which the  expenses  were  incurred  or other
         amounts were paid.

         (b) The  application  shall be made in such  manner  and form as may be
required  by the  applicable  rules of court  or,  in the  absence  thereof,  by
direction of a court to which it is made. Such application  shall be upon notice
to the  corporation.  The  court  may also  direct  that  notice be given at the
expense of the corporation to the  shareholders and such other persons as it may
designate in such manner as it may require.

         (c) Where  indemnification  is sought by judicial action, the court may
allow a person such reasonable  expenses,  including attorneys' fees, during the
pendency of the  litigation  as are  necessary  in  connection  with his defense
therein,  if the court shall find that the  defendant  has by his  pleadings  or
during the course of the litigation raised genuine issues of fact or law.


                                      -19-
<PAGE>

         ss.725 OTHER  PROVISIONS  AFFECTING  INDEMNIFICATION  OF DIRECTORS  AND
OFFICERS--(a)  All expenses  incurred in defending a civil or criminal action or
proceeding which are advanced by the corporation  under paragraph (c) of section
723 (Payment of indemnification other than by court award) or allowed by a court
under paragraph (c) of section 724 (Indemnification of directors and officers by
a court)  shall be repaid  in case the  person  receiving  such  advancement  or
allowance is ultimately  found,  under  the-procedure set forth in this article,
not to be entitled to indemnification  or, where  indemnification is granted, to
the extent the expenses so advanced by the  corporation  or allowed by the court
exceed the indemnification to which he is entitled:

         (b) No  indemnification,  advancement or allowance  shall be made under
this article in any circumstance where it appears:

                  (1) That the  indemnification  would be inconsistent  with the
         law of the jurisdiction of incorporation of a foreign corporation which
         prohibits or otherwise limits such indemnification;

                  (2) That the  indemnification  would  be  inconsistent  with a
         provision of the certificate of  incorporation,  a by-law, a resolution
         of the  board or of the  shareholders,  an  agreement  or other  proper
         corporate  action,  in effect at the time of the accrual of the alleged
         cause of  action  asserted  in the  threatened  or  pending  action  or
         proceeding  in which the expenses  were  incurred or other amounts were
         paid, which prohibits or otherwise limits indemnification; or

                  (3) If there has been a settlement approved by the court, that
         the  indemnification  would be  inconsistent  with any  condition  with
         respect to indemnification  expressly imposed by the court in approving
         the settlement.

         (c)  If  any   expenses   or   other   amounts   are  paid  by  way  of
indemnification,  otherwise  than by court order or action by the  shareholders,
the  corporation  shall,  not later than the next annual meeting of shareholders
unless such meeting is held within  three months from the date of such  payment,
and in any event,  within fifteen months from the date of such payment,  mail to
its  shareholders  of record at the time  entitled  to vote for the  election of
directors a statement  specifying  the persons paid,  the amounts paid,  and the
nature and status at the time of such payment of the  litigation  or  threatened
litigation.

         (d) If any action with  respect to  indemnification  of  directors  and
officers is taken by way of amendment of the by-laws,  resolution  of directors,
or by  agreement,  then the  corporation  shall,  not later than the next annual
meeting of  shareholders,  unless such  meeting is held within three months from
the date of such action, and, in any event, within fifteen months from the date


                                      -20-
<PAGE>

of such action,  mail to its shareholders of record at the time entitled to vote
for the election of directors a statement specifying the action taken.

         (e) Any  notification  required to be made  pursuant  to the  foregoing
paragraph  (c) or (d) of this section by any domestic  mutual  insurer  shall be
satisfied  by  compliance  with the  corresponding  provisions  of  section  one
thousand two hundred sixteen of the insurance law.

         (f) The  provisions  of this  article  relating to  indemnification  of
directors  and  officers  and  insurance   therefor   shall  apply  to  domestic
corporations and foreign  corporations  doing business in this state,  except as
provided in section 1320 (Exemption from certain provisions).

         ss.726  INSURANCE FOR  INDEMNIFICATION  OF DIRECTORS AND  OFFICERS--(a)
Subject to  paragraph  (b), a  corporation  shall  have  power to  purchase  and
maintain insurance:

                  (1) To indemnify the corporation  for any obligation  which it
         incurs as a result of the  indemnification  of  directors  and officers
         under the provisions of this article, and

                  (2) To indemnify  directors and officers in instances in which
         they may be indemnified by the corporation under the provisions of this
         article, and

                  (3) To indemnify  directors and officers in instances in which
         they may not  otherwise be  indemnified  by the  corporation  under the
         provisions of this article provided the contract of insurance  covering
         such  directors and officers  provides,  in a manner  acceptable to the
         superintendent   of   insurance,   for  a  retention   amount  and  for
         co-insurance.

         (b) No insurance under paragraph (a) may provide for any payment, other
than cost of defense, to or on behalf of any director or officer.

                  (1) if a judgment or other final  adjudication  adverse to the
         insured  director  or officer  establishes  that his acts of active and
         deliberate   dishonesty  were  material  to  the  cause  of  action  so
         adjudicated, or that he personally gained in fact a financial profit or
         other advantage to which he was not legally entitled, or

                  (2)  in  relation  to any  risk  the  insurance  of  which  is
         prohibited under the insurance law of this state.


                                      -21-
<PAGE>

         (c) Insurance  under any or all  subparagraphs  of paragraph (a) may be
included  in a  single  contract  or  supplement  thereto.  Retrospective  rated
contracts are prohibited.

         (d) The corporation shall,  within the time and to the persons provided
in paragraph (c) of section .725 (Other provisions affecting  indemnification of
directors  or  officers),  mail a statement  in respect of any  insurance it has
purchased or renewed under this section,  specifying the insurance carrier, date
of the contract,  cost of the  insurance,  corporate  positions  insured,  and a
statement  explaining  all sums,  not  previously  reported  in a  statement  to
shareholders, paid under any indemnification insurance contract.

         (e) This section is the public  policy of this state to spread the risk
of corporate  management,  notwithstanding  any other  general or special law of
this state or of any other jurisdiction including the federal government.

         The  Company's  Amended  and  Restated   Certificate  of  Incorporation
provides  that the  personal  liability  of the  directors of the Company to the
Company or its shareholders for damages for any breach of duty as directors,  is
eliminated, provided that nothing shall limit the liability of any Director if a
judgment or other final adjudication adverse to him establishes that his acts or
omissions were in bad faith or involved international misconduct.

         The Company has also entered into indemnification  agreements with each
of its officers and directors.

         Pursuant  to the  Underwriting  Agreement  filed as Exhibit 1.1 to this
Registration Statement, the Company has agreed to indemnify the Underwriters and
the  Underwriters  have  agreed to  indemnify  the  Company  and its  directors,
officers and controlling  persons against certain civil  liabilities that may be
incurred in connection with this offering,  including certain  liabilities under
the Securities Act of 1933, as amended (the "Securities Act").

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

          4(j)   -         1992 Incentive and Non-Qualified Stock Option Plan
                           (the "1992 Plan").

          4(k)   -         Form of Option Agreement for the 1992 Plan.

          4(l)   -         1995 Directors' Stock Option Plan (the "1995 Plan")


                                      -22-
<PAGE>

          4(m)   -         Form of Option Agreement for the 1995 Plan

          4(n)   -         1995 Consultant's Stock Option Plan

          5      -         Opinion of Olshan Grundman Frome & Rosenzweig LLP.

         23(a)   -         Consent of KPMG Peat Marwick LLP, independent
                           auditors.

         23(b)   -         Consent of Tocci, Goldstein & Company LLP,
                           independent auditors.

         23(c)   -         Consent of Olshan  Grundman  Frome & Rosenzweig LLP
                           (included in its opinion filed as Exhibit 5).

         24      -         Powers of Attorney (included on page 15).

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;

                           (ii)     To  reflect in the  prospectus  any facts 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;

                           (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 (i) and (ii) above
                           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 registrant pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934 that are incorporated
                           by reference in the Registration Statement;


                                      -23-
<PAGE>

                  (2)      That, for the purposes of  determining  any liability
                           under  the   Securities   Act  of  1933,   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  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
                  of  1933,  each  filing  of  the  registrant's  annual  report
                  pursuant to Section 13(a) or 15(d) of the Securities  Exchange
                  Act of 1934 (and, where applicable, each filing of an employee
                  benefit plan's annual report  pursuant to Section 15(d) of the
                  Securities  Exchange  Act of  1934)  that is  incorporated  by
                  reference in this 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 of 1933 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 of 1933 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 a
                  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 of
                  1933 and will be  governed by the final  adjudication  of such
                  issue.

         D.       The  undersigned  registrant  hereby  undertakes to deliver or
                  cause to be delivered with the prospectus, to each


                                      -24-
<PAGE>

                  person to whom the  prospectus is sent or given, a copy of the
                  registrant's  latest  annual  report to  stockholders  that is
                  incorporated  by reference  in the  prospectus  and  furnished
                  pursuant to and meeting the requirements of Rule 14a-3 or Rule
                  14c-3 under the  Securities  Exchange Act of 1934;  and, where
                  interim  financial  information  required to be  presented  by
                  Article  3  of  Regulation   S-X  is  not  set  forth  in  the
                  prospectus,  to  deliver,  or  cause to be  delivered  to each
                  person to whom the  prospectus  is sent or given,  the  latest
                  quarterly   report  that  is   specifically   incorporated  by
                  reference in the prospectus to provide such interim  financial
                  information.


                                      -25-
<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of Section 13 or 15(d) of the  Exchange
Act, 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
report to be signed on its behalf by the undersigned, thereunto duly authorized,
in the Town of McLean, State of Virginia, on the 27th day of December, 1996.

                                        THE NETPLEX GROUP, INC.


                                    By: /S/ GENE ZAINO
                                        ----------------------------------------
                                        Gene Zaino, President & Chief
                                        Executive Officer

                                   SIGNATORIES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Report has been signed by the following persons on behalf of the Registrant
and in  the  capacities  and on the  date  indicated.  Each  of the  undersigned
officers  and  directors  of The Netplex  Group,  Inc.  hereby  constitutes  and
appoints  Gene  Zaino as true and  lawful  attorney-in-fact  and agent with full
power of  substitution  and  resubstitution,  for him in his name in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this  Report  and to file the  same,  with all  exhibits  thereto,  and other
documents in connection  therewith,  with the Securities and Exchange Commission
and to prepare any and all exhibits  thereto,  and other documents in connection
therewith,  granting  unto said  attorneys-in-fact  and  agents,  full power and
authority to do and perform each and every act and thing  requisite or necessary
to be done to enable The Netplex  Group,  Inc. to comply with the  provisions of
the Securities Act of 1933, as amended,  and all  requirements of the Securities
and  Exchange  Commission,  as fully to all intents and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.


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

/S/ GENE ZAINO                 President and Chief Executive   December 27, 1996
-----------------------------  Officer, Director, Principal
Gene Zaino                     Executive Officer



/S/ MATTHEW JONES              (Principal Financial Officer)   December 27, 1996
-----------------------------
Matthew Jones



/S/ HOWARD LANDIS              Director                        December 27, 1996
-----------------------------
Howard Landis



/S/ RICHARD GOLDSTEIN          Director                        December 27, 1996
-----------------------------
Richard Goldstein



/S/ DEBORAH SCHONDORF NOVICK   Director                        December 27, 1996
-----------------------------
Deborah Schondorf Novick



/S/ NEIL LUDEN                 Director                        December 27, 1996
-----------------------------
Neil Luden


                                      -26-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 77500}]
{"company-data": {"conformed-name": "NETPLEX GROUP INC", "cik": "0000888028", "assigned-sic": "7372", "irs-number": "112824578", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-19115", "film-number": "96689110"}, "business-address": {"street1": "8260 GREENSBORO DRIVE", "street2": "5TH FLOOR", "city": "MCLEAN", "state": "VA", "zip": "22101", "phone": "703 356 1717"}, "mail-address": {"street1": "175 COMMUNITY DRIVE", "city": "GREAT NECK", "state": "NY", "zip": "11021"}}
As filed with the Securities and Exchange Commission on December 31, 1996
                                                           Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                              --------------------
                             THE NETPLEX GROUP, INC.

                NEW YORK                              11-2824578
     (State or other jurisdiction of               (I.R.S. Employer
     incorporation or organization)               Identification No.)

    8260 GREENSBORO DRIVE, 5TH FLOOR                     22102
            MCLEAN, VIRGINIA                          (Zip Code)
(Address of principal executive offices)
                              --------------------
               1992 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN,
    1995 DIRECTORS' STOCK OPTION PLAN AND 1995 CONSULTANT'S STOCK OPTION PLAN
                            (Full Title of the Plan)
                              --------------------
                                   GENE ZAINO
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             THE NETPLEX GROUP, INC.
                        8260 GREENSBORO DRIVE, 5TH FLOOR
                             MCLEAN, VIRGINIA 22102
                     (Name and Address of agent for service)

                                 (703) 356-3001
          (Telephone number, including area code, of agent for service)
                              --------------------
                                 WITH A COPY TO:
                              STEVEN WOLOSKY, ESQ.
                     OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
                                 505 PARK AVENUE
                            NEW YORK, NEW YORK 10022
                                 (212) 753-7200
                              --------------------
               Approximate date of proposed sales pursuant to the
            plan: FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS
                             REGISTRATION STATEMENT.
                              --------------------
CALCULATION OF REGISTRATION FEE
==================================================================================================
                                                      Proposed      Proposed
                                                      maximum        maximum
       Title of                    Amount             offering      aggregate        Amount of
      securities                   to be               price        offering        registration
   to be registered              registered          per share        price             fee
--------------------------------------------------------------------------------------------------
Common Stock
$.001 par value            3,000,000 shares(1)(2)    $2.935925      $8,807,775       $2,669.02
--------------------------------------------------------------------------------------------------
Common Stock
$.001 par value              100,000 shares(1)(3)    $3.168         $  316,800          $96.00
--------------------------------------------------------------------------------------------------
Common Stock
$.001 par value              800,000 shares(4)       $3.375         $2,700,000         $818.18
--------------------------------------------------------------------------------------------------
(1) There are also  registered  hereby  such  indeterminate  number of shares of
Common  Stock  as  may  become  issuable  by  reason  of  the  operation  of the
anti-dilution  provisions of the 1992 Incentive and  Non-Qualified  Stock Option
Plan (the "1992 Plan") of The Netplex  Group,  Inc.  (the  "Company"),  the 1995
Directors' Stock Option Plan (the "1995 Plan") of the Company, and the Company's
1995 Consultant's Stock Option Plan (the "Consultant's Plan").

(2) Includes  2,509,000  shares with respect to which options were granted under
the 1992 Plan at an  average  exercise  price of $2.85.  An  additional  491,000
shares may be offered  under the 1992 Plan at prices not  presently  determined.
Pursuant to Rule 457(g) and (h), the offering  price for the shares which may be
issued  under the 1992 Plan is estimated  solely for the purpose of  determining
the  registration  fee and is based on the average of the high and low prices of
the Company's  Common Stock ($3.375) as reported by the OTC Electronic  Bulletin
Board ("OTC") on December 24, 1996.

(3) Includes  60,000 shares with respect to which options were granted under the
Directors'  Plan at an average  exercise  price of $3.03.  An additional  40,000
shares may be offered  under the 1995 Plan at prices not  presently  determined.
Pursuant to Rule 457(g) and (h), the offering  price for the shares which may be
issued  under the 1995 Plan is estimated  solely for the purpose of  determining
the  registration  fee and is based on the average of the high and low prices of
the Company's Common Stock ($3.375) as reported by the OTC on December 24, 1996.

(4)  Consists  of 800,000  shares with  respect to which  options may be granted
under the Consultant's Plan. Pursuant to Rule 457(g) and (h), the offering price
for the shares  which may be issued  under the  Consultant's  Plan is  estimated
solely for the purpose of determining the  registration  fee and is based on the
average of the high and low prices of the  Company's  Common  Stock  ($3.375) as
reported by the OTC on December 24, 1996.

                                       -2-
PROSPECTUS
                                 760,000 SHARES

                             THE NETPLEX GROUP, INC.
                          Common Stock, $.001 par value

         This  Prospectus  relates to the reoffer and resale by certain  selling
shareholders who may be deemed affiliates (the "Selling Shareholders") of shares
(the  "Shares") of Common  Stock,  $.001 par value (the  "Common  Stock") of The
Netplex  Group,  Inc. (the  "Company")  that may be issued by the Company to the
Selling  Shareholders  upon the exercise of  outstanding  stock options  granted
pursuant to (i) the Company's 1995 Incentive and Non-Qualified Stock Option Plan
(the "1992 Plan") and (ii) the Company's 1995 Directors'  Stock Option Plan (the
"1995  Plan").  Certain  Selling  Shareholders  may be deemed  affiliates of the
Company as such term is defined by Rule 405 of the  Securities  Act of 1933,  as
amended (the "Act"). With respect to the Shares that may be issued to any of the
Selling  Shareholders or additional  persons who may be deemed  affiliates under
the 1992 Plan and the 1995 Plan,  this Prospectus also relates to certain Shares
underlying options which have not as of this date been granted. If and when such
options are granted,  the Company will  distribute  a Prospectus  Supplement  as
required by the Act.

         The offer and sale of the Shares to the Selling  Shareholders have been
previously  registered  under the Act. The Shares are being reoffered and may be
resold for the account of the  Selling  Shareholders  and the  Company  will not
receive any of the proceeds from the resale of the Shares.

         The Selling  Shareholders  have  advised the Company that the resale of
their Shares may be effected  from time to time in one or more  transactions  on
the OTC  Electronic  Bulletin  Board  ("OTC") or such other  market on which the
Shares are traded,  in  negotiated  transactions  or otherwise at market  prices
prevailing at the time of the sale or at prices otherwise negotiated.  See "Plan
of  Distribution."  The Company  will bear all expenses in  connection  with the
preparation of this Prospectus.

         The  Common  Stock of the  Company  is traded  on OTC under the  symbol
"NTPL".  On December  24,  1996,  the  closing  price for the Common  Stock,  as
reported by the OTC, was $3.375.

             THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
              BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
               COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
               THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
                             IS A CRIMINAL OFFENSE.

                The date of this Prospectus is December 31, 1996.
AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements  and other  information  can be  inspected  and  copied at the public
reference facilities  maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W.,  Washington,  D.C. 20549; Northwest Atrium Center, Suite 1400, 500
West Madison Street, Chicago, Illinois 60661; and Seven World Trade Center, 13th
Floor,  New York,  New York 10048.  Copies of such material can be obtained from
the Public  Reference  Section of the Commission at Judiciary  Plaza,  450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.

                                TABLE OF CONTENTS

AVAILABLE INFORMATION........................................................  2

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..............................  3

GENERAL INFORMATION..........................................................  5

CORPORATE HISTORY............................................................  5

RISK FACTORS.................................................................  8

USE OF PROCEEDS.............................................................. 12

SELLING SHAREHOLDERS......................................................... 12

PLAN OF DISTRIBUTION......................................................... 13

LEGAL MATTERS................................................................ 13

EXPERTS...................................................................... 14

ADDITIONAL INFORMATION....................................................... 14

                                       -2-
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following  documents,  filed by the Company with the Securities and
Exchange  Commission under the Securities  Exchange Act of 1934, as amended (the
"Exchange Act") are incorporated in this Prospectus by reference:

               (a) The  Company's  Annual  Report on Form  10-KSB for the fiscal
          year ended July 31, 1995.

               (b) The Company's Quarterly Reports on Form 10-QSB for the fiscal
          quarters  ended October 31, 1995,  December 31, 1995,  March 31, 1996,
          June 30, 1996 and September 30, 1996.

               (c) The Company's Current Reports on Form 8-K filed on January 9,
          1996, on June 7, 1996, as amended, and on December 4, 1996.

               (d) The  description of the Company's  Common Stock  contained in
          the  Company's  Registration  Statement  on Form  8-A  filed  with the
          Commission on March 8, 1993.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the  termination  of this  offering  shall be  deemed to be  incorporated  by
reference in this  Prospectus and to be a part hereof from the date of filing of
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 Prospectus 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 Prospectus.

         The Company  will  provide  without  charge to each person to whom this
Prospectus  is delivered,  on the written or oral request of any such person,  a
copy of any or all of the documents incorporated herein by reference (other than
exhibits to such documents which are not specifically  incorporated by reference
in such  documents).  Written requests for such copies should be directed to Mr.
Matthew Jones,  Chief  Financial  Officer,  8260  Greensboro  Drive,  5th Floor,
McLean, Virginia 22102, telephone number (703) 356-3001.

         The Company  intends to furnish its  shareholders  with annual  reports
containing  financial  statements  audited and reported upon by its  independent
accounting firm, quarterly reports containing

                                       -3-
unaudited interim  financial  information and such other periodic reports as the
Company may determine to be appropriate or as may be required by law.

         This  Prospectus  includes  references to trademarks of entities  other
than the Company which have reserved all rights with respect to their respective
trademarks.

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

         No dealer,  salesman or other  person has been  authorized  to give any
information or to make any  representations  other than those  contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or any Selling  Shareholder.  This Prospectus does not constitute
an offer to sell, or a solicitation  of an offer to buy, the securities  offered
hereby to any person in any state or other  jurisdiction  in which such offer or
solicitation  is unlawful.  The delivery of this Prospectus at any time does not
imply that information  contained herein is correct as of any time subsequent to
its date.

                                       -4-
GENERAL INFORMATION

                                   THE COMPANY

         The  Netplex  Group,  Inc.,  a New York  corporation  (the  "Company"),
headquartered  in  McLean,  Virginia,  is an  information  technology  solutions
provider.  Its address is 8260 Greensboro  Drive,  5th Floor,  McLean,  Virginia
22102 and its telephone number is (703) 356-3001. Its Worldwide Web site address
is www.netplexgroup.com.

         The  Company's  core  business  involves the  offering of  professional
technical  services  to  large  organizations   (generally  Fortune  2,000  type
companies) who require assistance integrating  information technology into their
businesses.   The  Company's  customers  include  large  banks,   pharmaceutical
companies and financial services institutions. The Company employs approximately
300 full-time  professional  technical employees and has access to a database of
an additional 15,000 technical  consultants who may be contracted for hire on an
as needed basis. The Company's services focus on the design, implementation, and
management of large network-based systems.  Occasionally, the Company may resell
certain  technology  products  in order to deliver  customers  fully  integrated
system-solutions.  The Company's specific areas of expertise include Network and
System Management, Database Integration, Help Desk Automation, Disaster Recovery
Planning, Information Systems Security, Local Area Network Integration, Intranet
Deployment,  Remote  and  Mobile  Workforce  Automation,  and  Law  Firm  Office
Automation.

         The Company engages in project assignments throughout North America and
has offices in the New York City,  Central New  Jersey,  Chicago and  Washington
D.C. metropolitan markets.

                                CORPORATE HISTORY

         The Company is a New York  corporation  incorporated  in 1986 under the
name  CompLink,  Ltd. In March 1993 the Company  consummated  an initial  public
offering and received net proceeds of  approximately  $4,700,000 and received an
additional  approximately  $6,000,000  in October  1993  through the exercise of
warrants  issued in connection with the initial public  offering.  The Company's
initial public offering was underwritten by the  Underwriter.  In December 1993,
the Company consummated a merger with Technology  Development Systems,  Inc., an
Illinois  corporation  ("TDS")  which became a  wholly-owned  subsidiary  of the
Company.  On June 7, 1996, a wholly-owned  subsidiary of the Company merged with
and into The Netplex Group, Inc. ("Netplex  Virginia"),  a Virginia corporation,
and a  second  wholly-owned  subsidiary  of the  Company  merged  with  and into
America's Work Exchange, Inc. ("AWE"), a New York corporation. Upon consummation
of the mergers, Netplex Virginia and AWE became wholly-owned subsidiaries of the
Company (the "Mergers"). As

                                       -5-
consideration  for the  Mergers,  the Company  issued an  aggregate of 3,245,295
shares of Common  Stock to the  shareholders  of Netplex and AWE,  including  an
aggregate of 1,263,930  shares to Gene Zaino,  who was a Director of the Company
and is now the President  and Chief  Executive  Officer of the Company.  Netplex
Virginia changed its name to The Netplex System  Integration Group, Inc. and the
Company changed its name to The Netplex Group, Inc.

         As a result  of the  Mergers,  there  was a change  of  control  of the
Company in that, as of the consummation of the Mergers,  approximately  50.4% of
the outstanding shares of the Company are now held by the former shareholders of
Netplex  Virginia  and AWE  (60.7% of the  outstanding  shares of the  Company's
Common  Stock if all of the Company  options  issuable  in exchange  for Netplex
Virginia options and AWE options are exercised). The Mergers have been accounted
for under the  purchase  method of  accounting  as a reverse  merger,  since the
shareholders of the acquirees,  which have common  control,  received the larger
percentage of the voting rights of the combined entity.  The Mergers resulted in
a  recapitalization  of the  accounting of CompLink,  Ltd. so that the resulting
capitalization  of the Company  after the Mergers were that of CompLink,  Ltd.'s
(the Company prior to Mergers) after giving effect to the new share issuance and
the elimination of CompLink,  Ltd.'s accumulated deficit. The acquisition of the
assets and liabilities of CompLink,  Ltd. have been accounted for at book value,
which approximates fair value. For a further discussion of the Mergers,  see the
Company's (i) Proxy Statement for Special  Meeting of  Shareholders  held on May
24, 1996, (ii) Form 10-QSB for the six-months ended June 30, 1996 and (iii) Form
8-K,  dated  June 7,  1996,  as  amended.  Unless  otherwise  indicated  herein,
references  to  the  Company  include  its  wholly-owned  subsidiaries,  Netplex
Virginia, AWE and TDS.

RECENT DEVELOPMENTS

         In September 1996, the Company received approximately $3,000,000 in net
proceeds from the consummation of the 1996 Private Placement whereby the Company
issued the Convertible Preferred Stock and granted the 1996 Warrants.

         On October 21, 1996 the Company filed an application  for the relisting
of its Common Stock on the Nasdaq Small Cap Market ("Nasdaq"). While the Company
believes that it meets the  requirements for listing its Common Stock on Nasdaq,
there can be no assurance  that such listing will be approved by Nasdaq.  If the
Company's  listing is not approved by Nasdaq the Company will continue to have a
limited trading market for its securities.

         On November 5, 1996 the Company  reached an  agreement  for the sale of
its  WorldLink(TM)   Remote  and  Mobile  Workforce   automation  software  (the
"Product") developed and distributed by its wholly- owned subsidiary  Technology
Development Systems, Inc. ("TDS"). The

                                       -6-
sale price is $3.5 million payable in cash at closing, originally expected to be
November 15, 1996.  On November  19, 1996,  the Company  closed a portion of the
sale with the buyer for a purchase  price of $2.0  million in cash.  The Company
and the buyer agreed to continue  negotiations for the remaining  portion of the
transaction.  Finalization  of the sale of the  Product is expected by year end,
but,  there can be no assurance that the remaining  portion of this  transaction
will be completed.

         The Company will continue to support WorldLink's(TM) existing customers
and has formed a practice unit to provide Remote and Mobile Workforce Automation
services.

                                       -7-
RISK FACTORS

         THE   SECURITIES   OFFERED  HEREBY  INVOLVE  A  HIGH  DEGREE  OF  RISK.
PROSPECTIVE  INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS,  AS
WELL AS INFORMATION CONTAINED ELSEWHERE IN THIS PROSPECTUS.

         OPERATING LOSSES. The Company had a net loss of $1,783,326 for the nine
months ended  September  30, 1996.  The Company  anticipates  that losses,  on a
consolidated basis, will continue until such time, if ever, that it can generate
sufficient  revenues  from  the  sales of its  products  and  services  to cover
operating costs. There can be no assurance that the Company's  operations,  on a
consolidated   basis,  will  become  profitable  or  that  the  Company,   on  a
consolidated  basis, will ever be able to generate cash flows sufficient to meet
its operating costs and sustain its operations.

         LIMITED  WORKING  CAPITAL;  POSSIBLE  NEED  FOR  ADDITIONAL  FINANCING;
UNCERTAINTY  OF CAPITAL  FUNDING.  As of  September  30,  1996,  the Company had
working capital of $2,614,910.  Management  believes that its existing resources
will be adequate for the Company's cash needs through December 31, 1997.  Beyond
such period,  the Company may need to raise  substantial  additional  capital to
fund its operations. There can be no assurance that additional financing will be
available  on  acceptable  terms or available  at all. If  additional  funds are
raised by issuing  equity  securities,  further  dilution to  shareholders  will
result.  If  adequate  funds are not  available,  the Company may be required to
delay,  curtail,  reduce  the scope of or  eliminate  (i) the  expansion  of its
operations  and/or (ii) its marketing  and sales efforts which could  materially
adversely affect the financial and business operations of the Company.

         CONTROL OF THE COMPANY BY FORMER NETPLEX VIRGINIA AND AWE SHAREHOLDERS.
The former  shareholders of Netplex Virginia and AWE currently own a majority of
the  outstanding  shares of the Common  Stock,  with Gene Zaino,  currently  the
President and Chief Executive Officer of the Company,  owning 19.6%, and Michael
O'Connor,  John Thompson,  Stanley Fischer and Scott Pogoda owning  collectively
approximately 28.2%, and together with Mr. Zaino,  approximately,  47.8%, of the
outstanding shares of the Common Stock. Accordingly,  the former shareholders of
Netplex  Virginia and AWE as a group,  and Mr.  Zaino and the other  individuals
named above in  particular,  will be in a position  to control  the  election of
directors  and other  corporate  matters that require the vote of the  Company's
shareholders.

         RELIANCE ON MAJOR CUSTOMER. Two customers of Netplex Virginia accounted
for approximately 33% and 22% of Netplex Virginia's  revenues for the year ended
December 31, 1995. The contract with

                                       -8-
one  such  customer  is  terminable  at  will  and  the  Company  completed  its
obligations under the other contract. No customer accounted for more than 10% of
the Company's revenues for the nine-months ended September 30, 1996.

         POTENTIAL   FLUCTUATIONS  IN  QUARTERLY  RESULTS.   Variations  in  the
Company's  revenues  and  operating  results  could occur from time to time as a
result of a number of  factors,  such as the number  and dollar  value of client
engagements commenced and completed during a quarter, the number of working days
in a quarter and employee hiring and utilization  rates.  The timing of revenues
is difficult to forecast because the Company's sales cycle is relatively long in
the case of new clients and may depend on factors  such as the size and scope of
assignments and general  economic  conditions.  Because a high percentage of the
Company's  expenses  are  relatively  fixed,  a  variation  in the timing of the
initiation or the completion of client assignments,  particularly at or near the
end of any quarter,  can cause significant  variations in operating results from
quarter to quarter and could  result in reported  losses for that  quarter.  The
Company's  engagements generally are terminable at will and at the discretion of
the client.  An  unanticipated  termination of a major project could require the
Company to maintain or terminate under-utilized employees, resulting in a higher
than expected number of unassigned persons or higher severance  expenses.  While
professional staff must be adjusted to reflect active projects, the Company must
maintain a sufficient number of senior  professionals to oversee existing client
projects  and   participate   with  its  sales  force  in  securing  new  client
assignments.  Because  some of the  Company's  engagements  are  performed  on a
fixed-price  basis,  the  Company  also  bears  the  risk of cost  overruns  and
inflation.  The Company's  operating  results may also vary depending on factors
such  as new  product  introductions  by the  Company  and  others,  and  market
acceptance of new and enhanced versions of the Company's products.

         DEPENDENCE UPON KEY PERSONNEL. The Company's future success will depend
in large part on the continued  services of Gene Zaino, the Company's  President
and Chief Executive Officer,  and of the Company's technical,  marketing,  sales
and  management  personnel,  as well as on its  ability to  continue to attract,
motivate and retain highly  qualified  employees.  The Company has applied for a
$1,000,000  key man  insurance  policy on the life of Mr.  Zaino.  The Company's
employees may voluntarily  terminate their  employment at any time.  Competition
for such employees is intense, and the process of locating technical, marketing,
sales and  management  personnel  with the  combination of skills and attributes
required  to execute  the  Company's  strategy  is often  lengthy.  The  Company
believes that it will need to hire  additional  technical  personnel in order to
enhance  existing  products  and to develop new  products  and to hire new sales
personnel  in order to sell  their  products.  If the  Company is unable to hire
additional technical personnel, the development of new products and enhancements
will likely be delayed. If the Company is unable to hire additional sales

                                       -9-
personnel,  the sale of  existing  and new  products  will  likely be  adversely
impacted.  The inability to attract new personnel could have a material  adverse
effect upon the  Company's  results of operations  and research and  development
efforts. In particular, the Company's success will depend in large part upon its
ability to attract  and retain  qualified  project  managers.  While to date the
Company has had no difficulty in attracting and retaining  qualified  employees,
qualified  project  managers are in particularly  great demand and are likely to
remain a limited resource for the foreseeable future and, accordingly, there can
be no assurance  that the Company  will be able to retain and attract  qualified
project management.

         COMPETITION.  The Company provides information technology services. The
information technology services market comprises a large number of participants,
is subject to rapid  changes,  and is highly  competitive.  The market  includes
participants from a variety of market segments, including systems consulting and
integration firms,  contract  programming  companies,  the professional  service
groups of computer  equipment  companies such as Hewlett-Packard  Company,  IBM,
Unisys Corporation and Digital Equipment Corporation,  facilities management and
MIS outsourcing  companies,  "Big Six" accounting firms, and general  management
consulting firms. The Company's  competitors in this area also include companies
such as Andersen Consulting,  Technology Solutions Corporation, SHL Systemhouse,
Inc., Innovative Information Systems, Inc., Cap Gemini America,  Business System
Group,  Computer Sciences  Corporation,  Electronic Data Systems Corporation and
Keane, Inc. Many participants in the information technology services market have
significantly  greater financial,  technical and marketing resources and greater
name recognition  than the Company and generate  greater systems  consulting and
integration  revenues  than  does the  Company.  In  addition,  the  information
technology  services  market is highly  fragmented and served by numerous firms,
many of which serve only their  respective  local markets.  The Company believes
that the principal  competitive  factors in the information  technology services
industry   include   responsiveness   to   client   needs,   speed  of   project
implementation,  quality of service,  price,  project management  capability and
technical  expertise.  The Company  believes  that its  ability to compete  also
depends  in part  on a  number  of  competitive  factors  outside  its  control,
including the ability of its  competitors  to hire,  retain and motivate  senior
project managers, the Company's products and services, the price at which others
offer comparable services,  and the extent of their competitors'  responsiveness
to customer needs.

         LEGAL  UNCERTAINTIES.  There are many  legal  uncertainties  concerning
technical services firms, including the extent of such a company's liability for
violations of employment  and  discrimination  laws.  Such liability can include
violations of employment and  discrimination  laws committed by consultants  the
Company provides to its customers. Accordingly, the Company may be

                                      -10-
subject to liability  for  violations of these or other laws even if it does not
participate in the commission of such violations.  The Company believes it is in
compliance in all material respects with all applicable  rules,  regulations and
licensing requirements.

         PROJECT  RISKS.  Occasionally,  the Company is required to guarantee to
its customers that the integrated  system on which it is consulting will operate
properly  when  completed.  Rapid  changes  in  technology  or other  unforeseen
developments  can make any such  guarantee  difficult to meet and can expose the
Company  to loss of the  costs  incurred  by it and  revenue  anticipated  to be
derived, in connection with any such project.

         NASDAQ  LISTING.  The  Company's  Common  Stock  currently is quoted or
traded on the OTC Bulletin  Board and The Boston Stock  Exchange,  respectively.
The Company has applied to list its Common Stock on the Nasdaq  SmallCap  Market
("Nasdaq")  which has  several  requirements  for  listing,  including  that the
Company have at least  $4,000,000  in total assets and the Company have at least
$2,000,000 in  shareholders'  equity.  While the Company  believes that it is in
compliance with these  requirements,  there can be no assurance that Nasdaq will
be  satisfied  that the Company will be able to meet these  requirements  for an
extended period of time and,  accordingly,  Nasdaq may not approve the Company's
listing  application.  In addition,  Nasdaq  requires that the Company's  Common
Stock  have a  trading  price of at least  $3.00 per  share to be  approved  for
listing. While the Company's Common Stock currently trades above $3.00 per share
and while the Company has agreed to use its best efforts,  including undertaking
a reverse  stock split to increase the trading price of the Common Stock so that
the  Common  Stock can be  listed  on  Nasdaq,  there  can be no  assurance  the
Company's Common Stock will continue to trade above $3.00 per share.

         LIMITED PUBLIC MARKET TRADING; POTENTIAL EFFECT OF "PENNY STOCK" RULES.
There can be no assurance  that an active  market will exist for the reoffer and
resale of the Common  Stock even after the shares are  registered,  or that such
stock could be sold without a significant negative impact on the publicly quoted
stock price per share. Furthermore,  if the Company's Common Stock is not listed
on Nasdaq or the Boston Stock Exchange, it is subject to the "penny stock" rules
adopted  pursuant to Section 15(g) of the  Securities  Exchange Act of 1934. The
penny stock rules apply to non-Nasdaq or exchange listed  companies whose common
stock  trades at less than $5.00 per share or which have  tangible  net worth of
less than $5,000,000  ($2,000,000 if the company has been operating for three or
more years).  Such rules  require,  among other  things,  that brokers who trade
"penny stock" to persons other than  "established  customers"  complete  certain
documentation,  make  suitability  inquiries of investors and provide  investors
with  certain  information  concerning  trading the  security,  including a risk
disclosure  document and quote  information  under certain  circumstances.  Many
brokers have decided not to trade "penny

                                      -11-
stock"  because of the  requirements  of the penny stock rules and, as a result,
the number of broker-dealers  willing to act as market makers in such securities
is limited.

         OUTSTANDING  OPTIONS  AND  WARRANTS.  There are  currently  outstanding
options and warrants to purchase  5,125,500  shares in the aggregate at exercise
prices  ranging  between  $2.00 to $6.00  per  share.  In  addition,  there  are
currently  1,750,000 shares of Class A Convertible  Preferred Stock  ("Preferred
Stock") outstanding. The exercise of such options and warrants or the conversion
of the Convertible  Preferred Stock will have a dilutive effect on the ownership
interests of the Company's existing shareholders.

         SHARES  ELIGIBLE FOR FUTURE SALE.  Currently,  3,321,213  shares of the
Common Stock held by shareholders are "restricted  securities",  as that term is
defined in Rule 144 under the  Securities  Act of 1933, as amended.  All of such
shares are being registered hereby. Of such shares, 75,918 may currently be sold
under Rule 144.  In  addition,  commencing  June 7, 1998 (or June 7, 1997 if the
Securities and Exchange  Commission reduces the holding period under Rule 144 to
one year),  the balance of such shares (or  3,245,295  shares) may be sold under
Rule 144. Such sales may tend to depress the price of the Company's  securities.
Of such 3,245,295 shares,  2,303,053 shares are subject to lock-up periods which
will terminate either on June 7, 1997 or December 7, 1997.

         NO  DIVIDENDS.  The Company has paid no  dividends  on its  outstanding
Common Stock and anticipates that income,  if any, received from operations will
be devoted to the Company's future operations. In addition,  dividends on Common
Stock are subject to the preferences for dividends on the Convertible  Preferred
Stock.  Accordingly,  the  Company  does  not  anticipate  the  payment  of cash
dividends on its Common Stock in the foreseeable  future.  Any future  dividends
will depend upon earnings,  if any, of the Company, its financial  requirements,
and other factors.

                                 USE OF PROCEEDS

         The  Company  will  receive  the  exercise  price of the  options  when
exercised by the holders thereof. Such proceeds will be used for working capital
purposes by the Company.  The Company will not receive any of the proceeds  from
the reoffer and resale of the Shares by the Selling Shareholders.

                              SELLING SHAREHOLDERS

         This  Prospectus  relates to the reoffer and resale of Shares issued or
that may be issued  to the  Shareholders  (who may be  deemed to be  affiliates)
under the 1992 Plan or the 1995 Plan.

         The following table sets forth (i) the number of shares of Common Stock
beneficially owned by each Selling Shareholder at

                                      -12-
December 27,  1996,  (ii) the number of Shares of Common Stock to be offered for
resale by each Selling Shareholder and (iii) the number and percentage of shares
of Common Stock to be held by each Selling  Shareholder  after completion of the
Offering.
Number of shares of
                                                                                                       Common Stock/
                                                 Number of shares of            Number of          Percentage of Class to
                                                     Common Stock             Shares to be             be Owned After
                                                Beneficially Owned at          Offered for           Completion of the
                   Name                           December 27, 1996 (1)          Resale                   Offering
----------------------------------------      ------------------------     -----------------     ------------------------
Gene Zaino(2)..............................             1,529,850                   615,000             1,322,350/26.5%

Howard Landis(3)...........................                50,000(3)                 15,000                50,000/*

Richard Goldstein(4).......................                     0                    15,000                     0/*

Neil Luden(5)..............................               100,000(5)                100,000                     0/*

Deborah Schondorf Novick(6)................                 8,750(6)                 15,000                 1,250/*
------------------------
*  less than one percent

(1)      Includes  shares  issuable  upon the exercise of presently  exercisable
         options.

(2)      Gene Zaino has been a Director  since  August  1995 and  President  and
         Chief Executive Officer of the Company since June 1996.

(3)      Howard Landis has been a Director of the Company since June 1996.  Such
         shares  are  issuable  upon  the   conversion  of  shares  of  Class  A
         Convertible  Preferred  Stock which were issued in a private  placement
         (the  "Private  Placement")  consummated  in September  1996.  Does not
         include shares  issuable upon the exercise of warrants  granted in such
         Private Placement.

(4)      Richard Goldstein has been a Director of the Company since August 1996.

(5)      Neil Luden has been a Director  of the Company  since  1992,  President
         from 1992 to June 1996 and is  currently  an Officer.  Does not include
         100,000  shares of Common Stock issuable upon the exercise of presently
         exercisable options.

(6)      Deborah  Schondorf  Novick has been a  Director  of the  Company  since
         August 1995. Consists of (i) presently  exercisable options to purchase
         7,500  shares of Common  Stock (ii)  presently  exercisable  options to
         purchase  1,250 shares of Common Stock granted in  connection  with the
         Company's initial public offering (the "Underwriter Options") and (iii)
         1,250  shares of Common  Stock  issuable  upon the exercise of warrants
         ("Underwriter  Warrants")  which are issuable  upon the exercise of the
         Underwriter  Options.  Ms.  Schondorf  Novick  is  an  officer  of  GKN
         Securities  Corp. Such amount does not include shares issuable upon the
         exercise of Underwriter  Warrants and  Underwriter  options held by GKN
         Securities  Corp.  or other  employees,  officers or  affiliates of GKN
         Securities Corp.

                              PLAN OF DISTRIBUTION

         It is anticipated that all of the Shares will be offered by the Selling
Shareholders  from time to time in the open market,  either  directly or through
brokers  or  agents,  or  in  privately  negotiated  transactions.  The  Selling
Shareholders  have  advised  the  Company  that  they  are  not  parties  to any
agreement, arrangement or understanding as to such sales.

                                  LEGAL MATTERS

         Certain  legal  matters in  connection  with the issuance of the Shares
offered hereby have been passed upon for the Company by

                                      -13-
Olshan  Grundman  Frome &  Rosenzweig  LLP,  New York,  New York  10022.  Steven
Wolosky,  a member of Olshan  Grundman Frome & Rosenzweig  LLP, holds options to
purchase 10,000 shares of Common Stock of the Company.

                                     EXPERTS

         The consolidated  financial  statements of The Netplex Group,  Inc. and
subsidiaries (formerly CompLink,  Ltd.) as of July 31, 1995, and for each of the
years in the two-year  period ended July 31, 1995;  the financial  statements of
The  Netplex  Group,  Inc.  (formerly   CompuServe  Systems   Integration  Group
Mid-Atlantic,  Inc.) as of December 31, 1995,  and for the year then ended;  the
consolidated   financial  statements  of  America's  Work  Exchange,   Inc.  and
subsidiary as of December 31, 1995 and 1994, and for the year ended December 31,
1995 and the period from April 21, 1994  (inception)  to December 31, 1994;  and
the  financial  statements  of  Software  Resources  of New  Jersey,  Inc. as of
December  31,  1995 and 1994,  and for the years  then  ended,  incorporated  by
reference  herein,  have been  incorporated  by  reference  in the  registration
statement  in reliance  upon the report of KPMG Peat  Marwick  LLP,  independent
certified public  accountants,  incorporated by reference  herein,  and upon the
authority of said firm as experts in accounting and auditing.

         The  financial   statements  of  The  Netplex  Group,  Inc.   (formerly
CompuServe  Systems  Integration  Group  Mid-Atlantic,  Inc.) as of December 31,
1994, and for the year then ended  incorporated by reference  herein,  have been
incorporated  by reference in the  registration  statement in reliance  upon the
report  of  Tocci,   Goldstein  &  Company  LLP,  independent  certified  public
accountants,  incorporated by reference  herein,  and upon the authority of said
firm as experts in accounting and auditing.

                             ADDITIONAL INFORMATION

         The Company has filed with the  Securities  and  Exchange  Commission a
Registration  Statement on Form S-8 under the Securities Act with respect to the
Shares offered hereby.  For further  information with respect to the Company and
the securities offered hereby,  reference is made to the Registration Statement.
Statements  contained in this  Prospectus  as to the contents of any contract or
other document are not necessarily complete, and in each instance,  reference is
made to the  copy of such  contract  or  document  filed  as an  exhibit  to the
Registration  Statement,  such statement being qualified in all respects by such
reference.

                                      -14-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission (the  "Commission")  are incorporated  herein by reference and made a
part hereof:

                  (a) The Netplex Group, Inc.'s (the "Company") Annual Report on
         Form 10-KSB for the fiscal year ended July 31, 1995;

                  (b) The  Company's  Quarterly  Reports on Form  10-QSB for the
         quarters  ended  October 31, 1995,  December 31, 1995,  March 31, 1996,
         June 30, 1996 and September 30, 1996.

                  (c) The Company's Current Report on Form 8-K, filed on January
         9, 1996, on June 7, 1996, as amended, and on December 4, 1996.

                  (d) The description of the Company's  securities  contained in
         the Company's Registration Statement on Form 8-A filed March 8, 1993.

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

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         Certain  legal  matters in  connection  with the issuance of the Shares
offered hereby have been passed upon for the Company by Messrs.  Olshan Grundman
Frome & Rosenzweig LLP, New York, New York 10022.  Steven  Wolosky,  a member of
such firm, has been granted  options to purchase  10,000 shares of the Company's
Common Stock, $.001 par value.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Except  as  hereinafter  set  forth,  there  is  no  statute,   charter
provision, by-law, contract or other arrangement under which any

                                      -15-
controlling person, director or officer of the Company is insured or indemnified
in any manner against liability which he may incur in his capacity as such.

         The  Company's  authority to indemnify  its  directors  and officers is
governed by the provisions of Article 7 of the New York Business Corporation Law
(the "BCL").

         Section  722 of the  BCL  provides  that a  corporation  may  indemnify
directors  and  officers  as well as other  employees  and  individuals  against
judgments, fines, amounts paid in settlement, and reasonable expenses, including
attorneys'  fees, in connection  with actions or  proceedings,  whether civil or
criminal  (other  than  an  action  by or in the  right  of  the  corporation--a
"derivative  action"),  if  they  acted  in  good  faith  and in a  manner  they
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe their conduct was unlawful.  A similar  standard is
applicable  in the  case of  derivative  actions,  except  indemnification  only
extends  to  amounts  paid in  settlement  and  reasonable  expenses  (including
attorneys'  fees) incurred in connection  with the defense or settlement of such
actions,  and the statute does not apply in respect of a threatened action, or a
pending  action that is settled or otherwise  disposed  of, and  requires  court
approval  before  there  can be any  indemnification  where the  person  seeking
indemnification has been found liable to the corporation. Section 721 of the BCL
provides  that Article 7 of the BCL is not  exclusive  of other  indemnification
that  may  be  granted  by  a   corporation's   certificate  of   incorporation,
disinterested director vote, shareholder vote, agreement or otherwise.

         A more specific description of the relevant law is provided below.

         ss.721  NONEXCLUSIVITY OF STATUTORY  PROVISIONS FOR  INDEMNIFICATION OF
DIRECTORS  AND  OFFICERS  -- The  indemnification  and  advancement  of expenses
granted  pursuant to, or provided by, this article shall not be deemed exclusive
of any other rights to which a director or officer  seeking  indemnification  or
advancement of expenses may be entitled, whether contained in the certificate of
incorporation  or the  by-laws  or,  when  authorized  by  such  certificate  of
incorporation or by-laws, (i) a resolution of shareholders, (ii) a resolution of
directors,  or (iii) an agreement providing for such  indemnification,  provided
that no  indemnification  may be made to or on behalf of any director or officer
if a judgment or other  final  adjudication  adverse to the  director or officer
establishes  that his acts were  committed  in bad  faith or were the  result of
active and  deliberate  dishonesty  and were  material to the cause of action so
adjudicated,  or that he personally  gained in fact a financial  profit or other
advantage to which he was not legally entitled. Nothing contained in this

                                      -16-
article shall affect any rights to indemnification to which corporate  personnel
other than directors and officers may be entitled by contract or otherwise under
law.

         ss.722 AUTHORIZATION FOR INDEMNIFICATION OF DIRECTORS AND OFFICERS--(a)
A corporation may indemnify any person,  made, or threatened to be made, a party
to an action or proceeding  other than one by or in the right of the corporation
to procure a judgment in its favor,  whether  civil or  criminal,  including  an
action by or in the right of any other corporation of any type or kind, domestic
or foreign, or any partnership,  joint venture,  trust, employee benefit plan or
other enterprise, which any director or officer of the corporation served in any
capacity at the request of the  corporation,  by reason of the fact that he, his
testator or intestate,  was a director or officer of the corporation,  or served
such other corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise in any capacity,  against judgments,  fines, amounts paid in
settlement  and  reasonable  expenses,  including  attorneys'  fees actually and
necessarily  incurred  as a result of such action or  proceeding,  or any appeal
therein,  if such director or officer acted, in good faith,  for a purpose which
he  reasonably  believed  to be in,  or,  in the case of  service  for any other
corporation or any partnership,  joint venture,  trust, employee benefit plan or
other enterprise,  not opposed to, the best interests of the corporation and, in
criminal actions or proceedings, in addition, had no reasonable cause to believe
that his conduct was unlawful.

         (b) The  termination of any such civil or criminal action or proceeding
by judgment,  settlement,  conviction or upon a plea of nolo contendere,  or its
equivalent,  shall not in itself create a presumption  that any such director or
officer did not act, in good faith,  for a purpose which he reasonably  believed
to be  in,  or,  in the  case  of  service  for  any  other  corporation  or any
partnership,  joint venture,  trust,  employee benefit plan or other enterprise,
not opposed to, the best interests of the  corporation or that he had reasonable
cause to believe that his conduct was unlawful.

         (c) A  corporation  may  indemnify any person made, or threatened to be
made,  a party to an action by or in the right of the  corporation  to procure a
judgment in its favor by reason of the fact that he, his testator or  intestate,
is or was a director or officer of the corporation,  or is or was serving at the
request of the corporation as a director or officer or any other  corporation of
any type or kind, domestic or foreign, of any partnership, joint venture, trust,
employee  benefit plan or other  enterprise,  against amounts paid in settlement
and reasonable  expenses,  including  attorneys' fees,  actually and necessarily
incurred by him in connection with the defense or settlement of such action,  or
in connection  with an appeal therein if such director or officer acted, in good
faith,  for a purpose which he reasonably  believed to be in, or, in the case of
service for any other corporation or any

                                      -17-
partnership,  joint venture,  trust,  employee benefit plan or other enterprise,
not  opposed  to,  the  best  interests  of  the  corporation,  except  that  no
indemnification  under  this  paragraph  shall  be  made  in  respect  of  (1) a
threatened  action,  or a pending action which is settled or otherwise  disposed
of, or (2) any claim  issue or matter as to which  such  person  shall have been
adjudged to be liable to the corporation, unless and only to the extent that the
court in which the action was brought,  or, if no action was brought,  any court
of competent jurisdiction,  determines upon application that, in view of all the
circumstances  of the case,  the person is fairly  and  reasonably  entitled  to
indemnity  for such portion of the  settlement  amount and expenses as the court
deems proper.

         (d) For the purpose of this section,  a corporation  shall be deemed to
have requested a person to serve an employee  benefit plan where the performance
by such  person of his  duties to the  corporation  also  imposes  duties on, or
otherwise  involves  services  by,  such person to the plan or  participants  or
beneficiaries of the plan;  excise taxes assessed on a person with respect to an
employee benefit plan pursuant to applicable law shall be considered  fines; and
action taken or omitted by a person with respect to an employee  benefit plan in
the  performance of such person's  duties for a purpose  reasonably  believed by
such person to be in the interest of the participants  and  beneficiaries of the
plan  shall be  deemed  to be for a  purpose  which is not  opposed  to the best
interests of the corporation.

         ss.723  PAYMENT OF  INDEMNIFICATION  OTHER THAN BY COURT  AWARD--(a)  A
person who has been successful,  on the merits or otherwise, in the defense of a
civil or criminal action or proceeding of the character described in section 722
shall be entitled to indemnification as authorized in such section.

         (b) Except as provided in  paragraph  (a),  any  indemnification  under
section 722 or otherwise  permitted by section  721,  unless  ordered by a court
under section 724  (Indemnification of directors and officers by a court), shall
be made by the corporation, only if authorized in the specific case:

                  (1) By the board  acting by a quorum  consisting  of directors
         who are not parties to such action or  proceeding  upon a finding  that
         the  director or officer  has met the  standard of conduct set forth in
         section 722 or established pursuant to section 721, as the case may be,
         or,

                  (2) If a quorum under  subparagraph  (1) is not obtainable or,
         even if obtainable, a quorum of disinterested directors so directs;

                           (A) By the  board  upon the  opinion  in  writing  of
                  independent  legal counsel that  indemnification  is proper in
                  the circumstances because the applicable standard of

                                      -18-
conduct  set  forth  in such  sections  has  been  met by such
                  director or officer, or

                           (B)  By  the  shareholders  upon  a  &ding  that  the
                  director or officer has met the applicable standard of conduct
                  set forth in such sections.

                           (C)  Expenses   incurred  in  defending  a  civil  or
                  criminal  action or proceeding may be paid by the  corporation
                  in advance of the &al disposition of such action or proceeding
                  upon  receipt  of  an  undertaking  by or on  behalf  of  such
                  director  or  officer  to repay  such  amount  as,  and to the
                  extent, required by paragraph (a) of section 725.

         SS.724  INDEMNIFICATION  OF  DIRECTORS  and  OFFICERS  BY A  COURT--(a)
Notwithstanding  the failure of a corporation  to provide  indemnification,  and
despite  any  contrary  resolution  of the board or of the  shareholders  in the
specific case under section 723 (Payment of indemnification  other than by court
award),  indemnification  shall be awarded  by a court to the extent  authorized
under section 722 (Authorization for indemnification of directors and officers),
and paragraph (a) of section 723.

         Application therefor may be made, in every case, either:

                  (1) In the civil  action or  proceeding  in which the expenses
         were incurred or other amounts were paid, or

                  (2) To the supreme  court in a separate  proceeding,  in which
         case the  application  shall set forth the  disposition of any previous
         application  made to any court for the same or similar  relief and also
         reasonable cause for the failure to make application for such relief in
         action or  proceeding  in which the  expenses  were  incurred  or other
         amounts were paid.

         (b) The  application  shall be made in such  manner  and form as may be
required  by the  applicable  rules of court  or,  in the  absence  thereof,  by
direction of a court to which it is made. Such application  shall be upon notice
to the  corporation.  The  court  may also  direct  that  notice be given at the
expense of the corporation to the  shareholders and such other persons as it may
designate in such manner as it may require.

         (c) Where  indemnification  is sought by judicial action, the court may
allow a person such reasonable  expenses,  including attorneys' fees, during the
pendency of the  litigation  as are  necessary  in  connection  with his defense
therein,  if the court shall find that the  defendant  has by his  pleadings  or
during the course of the litigation raised genuine issues of fact or law.

                                      -19-
ss.725 OTHER  PROVISIONS  AFFECTING  INDEMNIFICATION  OF DIRECTORS  AND
OFFICERS--(a)  All expenses  incurred in defending a civil or criminal action or
proceeding which are advanced by the corporation  under paragraph (c) of section
723 (Payment of indemnification other than by court award) or allowed by a court
under paragraph (c) of section 724 (Indemnification of directors and officers by
a court)  shall be repaid  in case the  person  receiving  such  advancement  or
allowance is ultimately  found,  under  the-procedure set forth in this article,
not to be entitled to indemnification  or, where  indemnification is granted, to
the extent the expenses so advanced by the  corporation  or allowed by the court
exceed the indemnification to which he is entitled:

         (b) No  indemnification,  advancement or allowance  shall be made under
this article in any circumstance where it appears:

                  (1) That the  indemnification  would be inconsistent  with the
         law of the jurisdiction of incorporation of a foreign corporation which
         prohibits or otherwise limits such indemnification;

                  (2) That the  indemnification  would  be  inconsistent  with a
         provision of the certificate of  incorporation,  a by-law, a resolution
         of the  board or of the  shareholders,  an  agreement  or other  proper
         corporate  action,  in effect at the time of the accrual of the alleged
         cause of  action  asserted  in the  threatened  or  pending  action  or
         proceeding  in which the expenses  were  incurred or other amounts were
         paid, which prohibits or otherwise limits indemnification; or

                  (3) If there has been a settlement approved by the court, that
         the  indemnification  would be  inconsistent  with any  condition  with
         respect to indemnification  expressly imposed by the court in approving
         the settlement.

         (c)  If  any   expenses   or   other   amounts   are  paid  by  way  of
indemnification,  otherwise  than by court order or action by the  shareholders,
the  corporation  shall,  not later than the next annual meeting of shareholders
unless such meeting is held within  three months from the date of such  payment,
and in any event,  within fifteen months from the date of such payment,  mail to
its  shareholders  of record at the time  entitled  to vote for the  election of
directors a statement  specifying  the persons paid,  the amounts paid,  and the
nature and status at the time of such payment of the  litigation  or  threatened
litigation.

         (d) If any action with  respect to  indemnification  of  directors  and
officers is taken by way of amendment of the by-laws,  resolution  of directors,
or by  agreement,  then the  corporation  shall,  not later than the next annual
meeting of  shareholders,  unless such  meeting is held within three months from
the date of such action, and, in any event, within fifteen months from the date

                                      -20-
of such action,  mail to its shareholders of record at the time entitled to vote
for the election of directors a statement specifying the action taken.

         (e) Any  notification  required to be made  pursuant  to the  foregoing
paragraph  (c) or (d) of this section by any domestic  mutual  insurer  shall be
satisfied  by  compliance  with the  corresponding  provisions  of  section  one
thousand two hundred sixteen of the insurance law.

         (f) The  provisions  of this  article  relating to  indemnification  of
directors  and  officers  and  insurance   therefor   shall  apply  to  domestic
corporations and foreign  corporations  doing business in this state,  except as
provided in section 1320 (Exemption from certain provisions).

         ss.726  INSURANCE FOR  INDEMNIFICATION  OF DIRECTORS AND  OFFICERS--(a)
Subject to  paragraph  (b), a  corporation  shall  have  power to  purchase  and
maintain insurance:

                  (1) To indemnify the corporation  for any obligation  which it
         incurs as a result of the  indemnification  of  directors  and officers
         under the provisions of this article, and

                  (2) To indemnify  directors and officers in instances in which
         they may be indemnified by the corporation under the provisions of this
         article, and

                  (3) To indemnify  directors and officers in instances in which
         they may not  otherwise be  indemnified  by the  corporation  under the
         provisions of this article provided the contract of insurance  covering
         such  directors and officers  provides,  in a manner  acceptable to the
         superintendent   of   insurance,   for  a  retention   amount  and  for
         co-insurance.

         (b) No insurance under paragraph (a) may provide for any payment, other
than cost of defense, to or on behalf of any director or officer.

                  (1) if a judgment or other final  adjudication  adverse to the
         insured  director  or officer  establishes  that his acts of active and
         deliberate   dishonesty  were  material  to  the  cause  of  action  so
         adjudicated, or that he personally gained in fact a financial profit or
         other advantage to which he was not legally entitled, or

                  (2)  in  relation  to any  risk  the  insurance  of  which  is
         prohibited under the insurance law of this state.

                                      -21-
(c) Insurance  under any or all  subparagraphs  of paragraph (a) may be
included  in a  single  contract  or  supplement  thereto.  Retrospective  rated
contracts are prohibited.

         (d) The corporation shall,  within the time and to the persons provided
in paragraph (c) of section .725 (Other provisions affecting  indemnification of
directors  or  officers),  mail a statement  in respect of any  insurance it has
purchased or renewed under this section,  specifying the insurance carrier, date
of the contract,  cost of the  insurance,  corporate  positions  insured,  and a
statement  explaining  all sums,  not  previously  reported  in a  statement  to
shareholders, paid under any indemnification insurance contract.

         (e) This section is the public  policy of this state to spread the risk
of corporate  management,  notwithstanding  any other  general or special law of
this state or of any other jurisdiction including the federal government.

         The  Company's  Amended  and  Restated   Certificate  of  Incorporation
provides  that the  personal  liability  of the  directors of the Company to the
Company or its shareholders for damages for any breach of duty as directors,  is
eliminated, provided that nothing shall limit the liability of any Director if a
judgment or other final adjudication adverse to him establishes that his acts or
omissions were in bad faith or involved international misconduct.

         The Company has also entered into indemnification  agreements with each
of its officers and directors.

         Pursuant  to the  Underwriting  Agreement  filed as Exhibit 1.1 to this
Registration Statement, the Company has agreed to indemnify the Underwriters and
the  Underwriters  have  agreed to  indemnify  the  Company  and its  directors,
officers and controlling  persons against certain civil  liabilities that may be
incurred in connection with this offering,  including certain  liabilities under
the Securities Act of 1933, as amended (the "Securities Act").

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

          4(j)   -         1992 Incentive and Non-Qualified Stock Option Plan
                           (the "1992 Plan").

          4(k)   -         Form of Option Agreement for the 1992 Plan.

          4(l)   -         1995 Directors' Stock Option Plan (the "1995 Plan")

                                      -22-
4(m)   -         Form of Option Agreement for the 1995 Plan

          4(n)   -         1995 Consultant's Stock Option Plan

          5      -         Opinion of Olshan Grundman Frome & Rosenzweig LLP.

         23(a)   -         Consent of KPMG Peat Marwick LLP, independent
                           auditors.

         23(b)   -         Consent of Tocci, Goldstein & Company LLP,
                           independent auditors.

         23(c)   -         Consent of Olshan  Grundman  Frome & Rosenzweig LLP
                           (included in its opinion filed as Exhibit 5).

         24      -         Powers of Attorney (included on page 15).

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;

                           (ii)     To  reflect in the  prospectus  any facts 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;

                           (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 (i) and (ii) above
                           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 registrant pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934 that are incorporated
                           by reference in the Registration Statement;

                                      -23-
(2)      That, for the purposes of  determining  any liability
                           under  the   Securities   Act  of  1933,   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  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
                  of  1933,  each  filing  of  the  registrant's  annual  report
                  pursuant to Section 13(a) or 15(d) of the Securities  Exchange
                  Act of 1934 (and, where applicable, each filing of an employee
                  benefit plan's annual report  pursuant to Section 15(d) of the
                  Securities  Exchange  Act of  1934)  that is  incorporated  by
                  reference in this 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 of 1933 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 of 1933 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 a
                  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 of
                  1933 and will be  governed by the final  adjudication  of such
                  issue.

         D.       The  undersigned  registrant  hereby  undertakes to deliver or
                  cause to be delivered with the prospectus, to each

                                      -24-
person to whom the  prospectus is sent or given, a copy of the
                  registrant's  latest  annual  report to  stockholders  that is
                  incorporated  by reference  in the  prospectus  and  furnished
                  pursuant to and meeting the requirements of Rule 14a-3 or Rule
                  14c-3 under the  Securities  Exchange Act of 1934;  and, where
                  interim  financial  information  required to be  presented  by
                  Article  3  of  Regulation   S-X  is  not  set  forth  in  the
                  prospectus,  to  deliver,  or  cause to be  delivered  to each
                  person to whom the  prospectus  is sent or given,  the  latest
                  quarterly   report  that  is   specifically   incorporated  by
                  reference in the prospectus to provide such interim  financial
                  information.

                                      -25-
SIGNATURES

         Pursuant  to the  requirements  of Section 13 or 15(d) of the  Exchange
Act, 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
report to be signed on its behalf by the undersigned, thereunto duly authorized,
in the Town of McLean, State of Virginia, on the 27th day of December, 1996.

                                        THE NETPLEX GROUP, INC.

                                    By: /S/ GENE ZAINO
                                        ----------------------------------------
                                        Gene Zaino, President & Chief
                                        Executive Officer

                                   SIGNATORIES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Report has been signed by the following persons on behalf of the Registrant
and in  the  capacities  and on the  date  indicated.  Each  of the  undersigned
officers  and  directors  of The Netplex  Group,  Inc.  hereby  constitutes  and
appoints  Gene  Zaino as true and  lawful  attorney-in-fact  and agent with full
power of  substitution  and  resubstitution,  for him in his name in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this  Report  and to file the  same,  with all  exhibits  thereto,  and other
documents in connection  therewith,  with the Securities and Exchange Commission
and to prepare any and all exhibits  thereto,  and other documents in connection
therewith,  granting  unto said  attorneys-in-fact  and  agents,  full power and
authority to do and perform each and every act and thing  requisite or necessary
to be done to enable The Netplex  Group,  Inc. to comply with the  provisions of
the Securities Act of 1933, as amended,  and all  requirements of the Securities
and  Exchange  Commission,  as fully to all intents and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

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

/S/ GENE ZAINO                 President and Chief Executive   December 27, 1996
-----------------------------  Officer, Director, Principal
Gene Zaino                     Executive Officer

/S/ MATTHEW JONES              (Principal Financial Officer)   December 27, 1996
-----------------------------
Matthew Jones

/S/ HOWARD LANDIS              Director                        December 27, 1996
-----------------------------
Howard Landis

/S/ RICHARD GOLDSTEIN          Director                        December 27, 1996
-----------------------------
Richard Goldstein

/S/ DEBORAH SCHONDORF NOVICK   Director                        December 27, 1996
-----------------------------
Deborah Schondorf Novick

/S/ NEIL LUDEN                 Director                        December 27, 1996
-----------------------------
Neil Luden

                                      -26-