As filed with the Securities and Exchange Commission on February _, 2000
Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 ---------------
                                   THCG, INC.
             (Exact name of registrant as specified in its charter)

           Utah                                                87-0415597
           ----                                                ----------
(State or Other Jurisdiction of                             (I.R.S. Employer
Incorporation or Organization)                           Identification Number)

                         650 Madison Avenue, 21st Floor
                            New York, New York 10022
                    (Address of Principal Executive Offices)
                           --------------------------
                    THE 2000 THCG, INC. STOCK INCENTIVE PLAN
                  THCG, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN
          THE 1999 WALNUT FINANCIAL SERVICES, INC. STOCK INCENTIVE PLAN
 AMENDED AND RESTATED 1994 WALNUT FINANCIAL SERVICES, INC. STOCK INCENTIVE PLAN
                WALNUT CAPITAL CORPORATION 1987 STOCK OPTION PLAN
                        AMIT AVNET STOCK OPTION AGREEMENT
                   MICHAEL GEGENHEIMER STOCK OPTION AGREEMENT
                      ALON HOSHMAND STOCK OPTION AGREEMENT
                      MARIA IANITTI STOCK OPTION AGREEMENT
                        LARRY LOEB STOCK OPTION AGREEMENT
                         ORI RAAM STOCK OPTION AGREEMENT
                      PATRICK REGAN STOCK OPTION AGREEMENT
                     JOSEPH SHMIDMAN STOCK OPTION AGREEMENT
                       ERICA SIEGEL STOCK OPTION AGREEMENT
                       LARRY SMITH STOCK OPTION AGREEMENT
                       ED TEDESCHI STOCK OPTION AGREEMENT
                       LUIS VERGARA STOCK OPTION AGREEMENT
                      GORDON WINSTON STOCK OPTION AGREEMENT
                            (Full Title of the Plans)


                                 Joseph D. Mark
                           Co-Chief Executive Officer
                                   THCG, Inc.
                         650 Madison Avenue, 21st Floor
                            New York, New York 10022
                     (Name and Address of Agent for Service)


                                 (212) 223-0440
                     (Telephone Number, Including Area Code,
                              of Agent for Service)

                                   Copies to:

                             Peter S. Kolevzon, Esq.
                       Kramer Levin Naftalis & Frankel LLP
                                919 Third Avenue
                            New York, New York 10022
                                 (212) 715-9100

 In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
 registration statement also covers an indeterminate amount of interests to be
 offered or sold pursuant to the employee benefit plans described herein.

<PAGE>
<TABLE>
<CAPTION>

                                            CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------
                                                          Proposed Maximum       Proposed Maximum
Title of Securities to be          Amount to be           Offering Price         Aggregate Offering       Amount of
Registered                         Registered             Per Share              Price                    Registration Fee
------------------------------     ------------------     ------------------     --------------------     --------------------
<S>                                <C>                    <C>                    <C>                      <C>
Common Stock (par value            5,244,000              $15.50 (2)            $81,282,000               $21,458.44
$0.01  per share)                  shares (1)
------------------------------     ------------------     ------------------     --------------------     --------------------
Common Stock (par value            1,386,000 shares       $3.625 (4)             $5,024,250               $1,326.40
$0.01  per share)                  (3)
------------------------------     ------------------     ------------------     --------------------     --------------------
Common Stock (par value            100,000 shares         $7.188(4)              $718,000                 $189.55
$0.01  per share)                  (5)
------------------------------     ------------------     ------------------     --------------------     --------------------
Common Stock (par value            338,000                $10.00 (4)             $3,380,000               $892.32
$0.01  per share)                  shares (6)
------------------------------     ------------------     ------------------     --------------------     --------------------
Common Stock (par value            930,000 shares         $6.00 (4)              $5,580,000               $1,473.12
$0.01  per share)                  (7)
------------------------------     ------------------     ------------------     --------------------     --------------------
Common Stock (par value            13,334 shares (8)      $10.86 (4)             $144,807.24              $38.22
$0.01  per share)
------------------------------     ------------------     ------------------     --------------------     --------------------
Common Stock (par value            1,000 shares (9)       $13.50 (4)             $13,500                  $3.56
$0.01  per share)
------------------------------     ------------------     ------------------     --------------------     --------------------
Common Stock (par value            23,350 shares          $10.80 (4)             $252,180                 $66.57
$0.10  per share)                  (10)
------------------------------     ------------------     ------------------     --------------------     --------------------
</TABLE>

(1)      Represents 544,000 authorized but unissued shares of Common Stock under
         The 1999 Walnut Financial Services, Inc. Stock Incentive Plan (the
         "1999 Plan"), 4,500,000 authorized but unissued shares of Common Stock
         under The 2000 THCG, Inc. Stock Incentive Plan, and 200,000 authorized
         but unissued shares of Common Stock under the THCG, Inc. 2000 Employee
         Stock Purchase Plan.

(2)      Estimated, in accordance with 17 CFR 230.457(c), solely for the purpose
         of calculating the registration fee. The Proposed Maximum Offering
         Price Per Share is based on the average of the high and low prices
         reported by the Nasdaq National Market of The Nasdaq Stock Market on
         March 21, 2000, which is within five (5) business days prior to the
         date of this Registration Statement.

(3)      Represents shares of Common Stock subject to options issued pursuant to
         the 1999 Plan on November 2, 1999.

(4)      The Proposed Maximum Offering Price is equal to the exercise price per
         share of each share of Common Stock with respect to the options
         granted.

(5)      Represents shares of Common Stock subject to options issued pursuant to
         the 1999 Plan on November 8, 1999.

(6)      Represents shares of Common Stock subject to options issued on December
         15, 1999, an aggregate of 220,000 of which were granted under the 1999
         Plan and an aggregate of 118,000 of which were granted under the Gordon
         Winston Stock Option Agreement, the Larry Loeb Stock Option Agreement,
         the Joseph Shmidman Stock Option Agreement, the Alon Hoshmand Stock
         Option Agreement, the Luis Vergara Stock Option Agreement, the Patrick
         Regan Stock Option Agreement, the Amit Avnet Stock Option Agreement,
         the Erica Siegal Stock Option Agreement, the Ori Raam Stock Option
         Agreement and the Maria Iannitti Stock Option Agreement.

(7)      Represents shares of Common Stock subject to options issued pursuant to
         the Larry Smith Stock Option Agreement, the Ed Tedeschi Stock Option
         Agreement and the Michael Gegenheimer Stock Option Agreement on
         December 29, 1999.

(8)      Represents shares of Common Stock subject to options issued pursuant to
         the Amended and Restated Walnut Financial Services, Inc. 1994 Stock
         Incentive Plan (the "1994 Plan") on September 12, 1997.

                                       2

<PAGE>

(9)      Represents shares of Common Stock subject to options issued pursuant to
         the 1994 Plan on January 2, 1996.

(10)     Represents an aggregate of 17,762 shares of Common Stock subject to
         options issued pursuant to the Walnut Capital Corporation 1987 Stock
         Option Plan (the "1987 Plan") on September 7, 1994, and an aggregate of
         5,588 shares of Common Stock subject to options issued pursuant to the
         1987 Plan on September 7, 1996.


                                       3
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The Registrant hereby incorporates by reference in this Registration
Statement the following documents:

         (1) The Company's Annual Report on Form NT10-K for the fiscal year
ended December 31, 1998, filed March 30, 1999 pursuant to Section 13(a) of the
Securities Exchange Act of 1934 (the "Exchange Act");

         (2) The Company's Annual Report on Form 10-K405 for the fiscal year
ended December 31, 1998, filed April 15, 1999 pursuant to Section 13(a) of the
Exchange Act;

         (3) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1999, filed May 17, 1999 pursuant to Section 13(a) of the
Exchange Act;

         (4) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1999, filed August 16, 1999 pursuant to Section 13(a) of the
Exchange Act;

         (5) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1999, filed October 29, 1999 pursuant to Section 13(a) of
the Exchange Act;

         (6) The Company's Current Report on Form 8-K, filed February 1, 1999
pursuant to Section 13 or 15(d) of the Exchange Act;

         (7) The Company's Current Report on Form 8-K, filed August 6, 1999
pursuant to Section 13 or 15(d) of the Exchange Act;

         (8) The Company's Current Report on Form 8-K, filed November 10, 1999
pursuant to Section 13 or 15(d) of the Exchange Act;

         (9) The Company's Current Report on Form 8-K, filed January 6, 2000
pursuant to Section 13 or 15(d) of the Exchange Act;

         (10) The Company's Current Report on Form 8-K/A, filed January 14, 2000
pursuant to Section 13 or 15(d) of the Exchange Act;

         (11) The Company's Current Report on Form 8-K/A, filed March 13, 2000
pursuant to Section 13 or 15(d) of the Exchange Act;

         (12) The Company's Registration Statement on Form 10, filed pursuant to
Section 12(g) of the Exchange Act, which contains a description of the Company's
Common Stock, including any amendment or report filed for the purpose of
updating such description; and

         (13) All documents subsequently filed by the Company with the SEC
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment to the Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

Item 4.   Description of Securities.

         Not applicable.

Item 5.   Interest of Named Experts and Counsel.

         Not applicable.


                                       4
<PAGE>


Item 6.   Indemnification of Directors and Officers.

         Reference is made to Section 16-10a-841 of the Utah Revised Business
Corporation Act (the "URBCA"), which permits a corporation in its articles of
incorporation or in its bylaws to eliminate or limit the personal liability of a
director to the corporation or to its shareholders for any actions taken or any
failure to take any action as a director, except for (a) the amount of a
financial benefit received by a director to which he is not entitled; (b) an
intentional infliction of harm on the corporation or the shareholders; (c) a
violation of Section 16-10a-842 (providing for liability of directors for
unlawful distributions to shareholders); or (d) an intentional violation of
criminal law. The Registrant's Articles of Amendment and Restatement contain
provisions permitted by Section 16-10a-841 of the URBCA.

         Reference is made to Sections 16-10a-902 and 16-10a-907 of the URBCA,
which provide that a corporation may indemnify an individual made a party to a
proceeding because he is or was a director, against liability incurred in the
proceeding if (a) his conduct was in good faith; (b) he reasonably believed that
his conduct was in, or not opposed to, the corporation's best interests; and (c)
in the case of any criminal proceeding, he had no reasonable cause to believe
his conduct was unlawful. A director's conduct with respect to any employee
benefit plan for a purpose he reasonably believed to be in or not opposed to the
interests of the participants in and beneficiaries of the plan is conduct that
satisfies the requirement of clause (b) in the preceding sentence. The
termination of a proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendre is not by itself determinative that the individual did
not meet the standard of conduct required for indemnification. A corporation may
not indemnify a director: (a) in connection with a proceeding by or in the right
of the corporation in which the director was adjudged liable to the corporation;
or (b) in connection with any other proceeding charging that the director
derived an improper personal benefit, whether or not involving action in his
official capacity, in which proceeding he was adjudged liable on the basis that
he derived an improper personal benefit. Indemnification permitted under these
sections of the URBCA in connection with a proceeding by or in the right of a
corporation is limited to reasonable expenses incurred in connection with the
proceeding.

         Reference is made to Section 16-10a-907 of the URBCA, which provides
that a corporation may indemnify an officer of the corporation to the same
extent as a director and, with respect to an officer who is not a director, to a
greater extent if not inconsistent with public policy.

         The Registrant's Articles of Amendment and Restatement and Amended and
Restated By-laws provide for the indemnification of directors and officers of
the Registrant to the fullest extent permitted by the URBCA.

         The Registrant maintains liability insurance for each director and
officer for certain losses arising from claims or charges made against them
while acting in their capacities as directors or officers of the Registrant.

         Section 4 of the Plan provides that the Registrant shall indemnify each
member of the Committee and any other director or employee of the Company to
whom any duty or power relating to the administration or interpretation of the
Plan has been delegated against any costs or expenses arising out of such
activities, except where the individual acted in bad faith and without
reasonable belief that it was in the best interests of the Company.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

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

          Exhibit Number        Description
          --------------        -----------
              4.1               Articles of  Amendment  and  Restatement  of the
                                Registrant.

              4.2               Amended and Restated By-laws of the Registrant.

              5                 Opinion of Stoel Rives LLP regarding legality of
                                securities being registered (including consent).


                                       5
<PAGE>

              23.1              Consent of BDO Seldman, LLP

              23.2              Consent of Cohen & Schaeffer, P.C.

              23.3              Consent of Richard A. Eisner & Company, LLP

              23.4              Consent of Stoel Rives LLP (see Exhibit Number 5
                                above).

Item 9.    Undertakings.

             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 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.

             (2) That, for the purpose of determining any liability under the
Securities Act of 1933 (the "Securities Act"), each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at the time
shall be deemed to be the initial bona fide offering thereof.

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

             The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

             Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.


                                       6
<PAGE>


                                   SIGNATURES

             Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on this 22nd day of
March, 2000.

                                         THCG, INC.

                                         By: /s/ Joseph D. Mark
                                            -----------------------------------
                                            Name:  Joseph D. Mark
                        Title: Co-Chief Executive Officer

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

  Signature                        Title(s)                        Date
  ---------                        --------                        ----

/s/ Joseph D. Mark              Co-Chief Executive              March 22, 2000
---------------------           Officer and Director
Joseph D. Mark

/s/ Adi Raviv                   Co-Chief Executive              March 22, 2000
---------------------           Officer and Director
Adi Raviv

/s/ Shai Novik                  Chief Financial Officer         March 22, 2000
---------------------
Shai Novik

/s/ Keith Abell                 Director                        March 22, 2000
---------------------
Keith Abell

/s/ Gene E. Burleson            Director                        March 22, 2000
---------------------
Gene E. Burleson

/s/ Burton W. Kanter            Director                        March 22, 2000
---------------------
Burton W. Kanter

/s/ Joel S. Kanter              Director                        March 22, 2000
---------------------
Joel S. Kanter

/s/ Henry Klein                 Director                        March 22, 2000
----------------------
Henry Klein

/s/ Evan Marks                  Director                        March 22, 2000
----------------------
Evan Marks

/s/ Larry Smith                 Director                        March 22, 2000
----------------------
Larry Smith

/s/ Stanley B. Stern            Director                        March 22, 2000
-----------------------
Stanley B. Stern


                                       7
<PAGE>


                Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on March 22nd, 2000.

                                    The 2000 THCG, Inc. Stock Incentive Plan

                                    By: /s/ Adi Raviv
                                       ----------------------------------
                                    Name:  Adi Raviv
                                    Title: Co-Chief Executive Officer

                                    2000 THCG, Inc. Employee Stock Purchase Plan

                                    By: /s/ Adi Raviv
                                       ---------------------------------
                                       Name:  Adi Raviv
                                       Title: Co-Chief Executive Officer

                                    The 1999 Walnut Financial Services, Inc.
                                    Stock Incentive Plan

                                    By: /s/ Adi Raviv
                                       ---------------------------------
                                       Name:  Adi Raviv
                                       Title: Co-Chief Executive Officer

                                    Amended and  Restated  1994 Walnut
                                    Financial  Services,  Inc.
                                    Stock Incentive Plan

                                    By: /s/ Adi Raviv
                                       ---------------------------------
                                       Name:  Adi Raviv
                                       Title: Co-Chief Executive Officer

                                    Walnut Capital Corporation 1987 Stock
                                    Option Plan

                                    By: /s/ Adi Raviv
                                       --------------------------------
                                       Name:  Adi Raviv
                                       Title: Co-Chief Executive Officer


                                       8
<PAGE>

                                  EXHIBIT INDEX


         Exhibit Number       Description
         --------------       -----------

         4.1                  Articles  of  Amendment  and  Restatement  of  the
                              Registrant.

         4.2                  Amended and Restated By-laws of the Registrant.

         5                    Opinion of Stoel Rives LLP regarding legality of
                              securities being registered (including consent).

         23.1                 Consent of BDO Seldman, LLP

         23.2                 Consent of Cohen & Schaeffer, P.C.

         23.3                 Consent of Richard A. Eisner & Company, LLP

         23.4                 Consent of Stoel Rives LLP (see  Exhibit  Number 5
                              above).

                                       9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 25543}]
{"company-data": {"conformed-name": "THCG INC", "cik": "0000942378", "assigned-sic": "7320", "irs-number": "870415597", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33028", "film-number": "575831"}, "business-address": {"street1": "650 MADISON AVENUE 21ST FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2122230440"}, "mail-address": {"street1": "850 MADISON AVENUE 21ST FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10022"}, "former-company": {"former-conformed-name": "WALNUT FINANCIAL SERVICES INC", "date-changed": "19950517"}}
As filed with the Securities and Exchange Commission on February _, 2000
Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 ---------------
                                   THCG, INC.
             (Exact name of registrant as specified in its charter)

           Utah                                                87-0415597
           ----                                                ----------
(State or Other Jurisdiction of                             (I.R.S. Employer
Incorporation or Organization)                           Identification Number)

                         650 Madison Avenue, 21st Floor
                            New York, New York 10022
                    (Address of Principal Executive Offices)
                           --------------------------
                    THE 2000 THCG, INC. STOCK INCENTIVE PLAN
                  THCG, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN
          THE 1999 WALNUT FINANCIAL SERVICES, INC. STOCK INCENTIVE PLAN
 AMENDED AND RESTATED 1994 WALNUT FINANCIAL SERVICES, INC. STOCK INCENTIVE PLAN
                WALNUT CAPITAL CORPORATION 1987 STOCK OPTION PLAN
                        AMIT AVNET STOCK OPTION AGREEMENT
                   MICHAEL GEGENHEIMER STOCK OPTION AGREEMENT
                      ALON HOSHMAND STOCK OPTION AGREEMENT
                      MARIA IANITTI STOCK OPTION AGREEMENT
                        LARRY LOEB STOCK OPTION AGREEMENT
                         ORI RAAM STOCK OPTION AGREEMENT
                      PATRICK REGAN STOCK OPTION AGREEMENT
                     JOSEPH SHMIDMAN STOCK OPTION AGREEMENT
                       ERICA SIEGEL STOCK OPTION AGREEMENT
                       LARRY SMITH STOCK OPTION AGREEMENT
                       ED TEDESCHI STOCK OPTION AGREEMENT
                       LUIS VERGARA STOCK OPTION AGREEMENT
                      GORDON WINSTON STOCK OPTION AGREEMENT
                            (Full Title of the Plans)

                                 Joseph D. Mark
                           Co-Chief Executive Officer
                                   THCG, Inc.
                         650 Madison Avenue, 21st Floor
                            New York, New York 10022
                     (Name and Address of Agent for Service)

                                 (212) 223-0440
                     (Telephone Number, Including Area Code,
                              of Agent for Service)

                                   Copies to:

                             Peter S. Kolevzon, Esq.
                       Kramer Levin Naftalis & Frankel LLP
                                919 Third Avenue
                            New York, New York 10022
                                 (212) 715-9100

 In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
 registration statement also covers an indeterminate amount of interests to be
 offered or sold pursuant to the employee benefit plans described herein.
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------
                                                          Proposed Maximum       Proposed Maximum
Title of Securities to be          Amount to be           Offering Price         Aggregate Offering       Amount of
Registered                         Registered             Per Share              Price                    Registration Fee
------------------------------     ------------------     ------------------     --------------------     --------------------
Common Stock (par value            5,244,000              $15.50 (2)            $81,282,000               $21,458.44
$0.01  per share)                  shares (1)
------------------------------     ------------------     ------------------     --------------------     --------------------
Common Stock (par value            1,386,000 shares       $3.625 (4)             $5,024,250               $1,326.40
$0.01  per share)                  (3)
------------------------------     ------------------     ------------------     --------------------     --------------------
Common Stock (par value            100,000 shares         $7.188(4)              $718,000                 $189.55
$0.01  per share)                  (5)
------------------------------     ------------------     ------------------     --------------------     --------------------
Common Stock (par value            338,000                $10.00 (4)             $3,380,000               $892.32
$0.01  per share)                  shares (6)
------------------------------     ------------------     ------------------     --------------------     --------------------
Common Stock (par value            930,000 shares         $6.00 (4)              $5,580,000               $1,473.12
$0.01  per share)                  (7)
------------------------------     ------------------     ------------------     --------------------     --------------------
Common Stock (par value            13,334 shares (8)      $10.86 (4)             $144,807.24              $38.22
$0.01  per share)
------------------------------     ------------------     ------------------     --------------------     --------------------
Common Stock (par value            1,000 shares (9)       $13.50 (4)             $13,500                  $3.56
$0.01  per share)
------------------------------     ------------------     ------------------     --------------------     --------------------
Common Stock (par value            23,350 shares          $10.80 (4)             $252,180                 $66.57
$0.10  per share)                  (10)
------------------------------     ------------------     ------------------     --------------------     --------------------
(1)      Represents 544,000 authorized but unissued shares of Common Stock under
         The 1999 Walnut Financial Services, Inc. Stock Incentive Plan (the
         "1999 Plan"), 4,500,000 authorized but unissued shares of Common Stock
         under The 2000 THCG, Inc. Stock Incentive Plan, and 200,000 authorized
         but unissued shares of Common Stock under the THCG, Inc. 2000 Employee
         Stock Purchase Plan.

(2)      Estimated, in accordance with 17 CFR 230.457(c), solely for the purpose
         of calculating the registration fee. The Proposed Maximum Offering
         Price Per Share is based on the average of the high and low prices
         reported by the Nasdaq National Market of The Nasdaq Stock Market on
         March 21, 2000, which is within five (5) business days prior to the
         date of this Registration Statement.

(3)      Represents shares of Common Stock subject to options issued pursuant to
         the 1999 Plan on November 2, 1999.

(4)      The Proposed Maximum Offering Price is equal to the exercise price per
         share of each share of Common Stock with respect to the options
         granted.

(5)      Represents shares of Common Stock subject to options issued pursuant to
         the 1999 Plan on November 8, 1999.

(6)      Represents shares of Common Stock subject to options issued on December
         15, 1999, an aggregate of 220,000 of which were granted under the 1999
         Plan and an aggregate of 118,000 of which were granted under the Gordon
         Winston Stock Option Agreement, the Larry Loeb Stock Option Agreement,
         the Joseph Shmidman Stock Option Agreement, the Alon Hoshmand Stock
         Option Agreement, the Luis Vergara Stock Option Agreement, the Patrick
         Regan Stock Option Agreement, the Amit Avnet Stock Option Agreement,
         the Erica Siegal Stock Option Agreement, the Ori Raam Stock Option
         Agreement and the Maria Iannitti Stock Option Agreement.

(7)      Represents shares of Common Stock subject to options issued pursuant to
         the Larry Smith Stock Option Agreement, the Ed Tedeschi Stock Option
         Agreement and the Michael Gegenheimer Stock Option Agreement on
         December 29, 1999.

(8)      Represents shares of Common Stock subject to options issued pursuant to
         the Amended and Restated Walnut Financial Services, Inc. 1994 Stock
         Incentive Plan (the "1994 Plan") on September 12, 1997.

                                       2
(9)      Represents shares of Common Stock subject to options issued pursuant to
         the 1994 Plan on January 2, 1996.

(10)     Represents an aggregate of 17,762 shares of Common Stock subject to
         options issued pursuant to the Walnut Capital Corporation 1987 Stock
         Option Plan (the "1987 Plan") on September 7, 1994, and an aggregate of
         5,588 shares of Common Stock subject to options issued pursuant to the
         1987 Plan on September 7, 1996.

                                       3
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The Registrant hereby incorporates by reference in this Registration
Statement the following documents:

         (1) The Company's Annual Report on Form NT10-K for the fiscal year
ended December 31, 1998, filed March 30, 1999 pursuant to Section 13(a) of the
Securities Exchange Act of 1934 (the "Exchange Act");

         (2) The Company's Annual Report on Form 10-K405 for the fiscal year
ended December 31, 1998, filed April 15, 1999 pursuant to Section 13(a) of the
Exchange Act;

         (3) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1999, filed May 17, 1999 pursuant to Section 13(a) of the
Exchange Act;

         (4) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1999, filed August 16, 1999 pursuant to Section 13(a) of the
Exchange Act;

         (5) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1999, filed October 29, 1999 pursuant to Section 13(a) of
the Exchange Act;

         (6) The Company's Current Report on Form 8-K, filed February 1, 1999
pursuant to Section 13 or 15(d) of the Exchange Act;

         (7) The Company's Current Report on Form 8-K, filed August 6, 1999
pursuant to Section 13 or 15(d) of the Exchange Act;

         (8) The Company's Current Report on Form 8-K, filed November 10, 1999
pursuant to Section 13 or 15(d) of the Exchange Act;

         (9) The Company's Current Report on Form 8-K, filed January 6, 2000
pursuant to Section 13 or 15(d) of the Exchange Act;

         (10) The Company's Current Report on Form 8-K/A, filed January 14, 2000
pursuant to Section 13 or 15(d) of the Exchange Act;

         (11) The Company's Current Report on Form 8-K/A, filed March 13, 2000
pursuant to Section 13 or 15(d) of the Exchange Act;

         (12) The Company's Registration Statement on Form 10, filed pursuant to
Section 12(g) of the Exchange Act, which contains a description of the Company's
Common Stock, including any amendment or report filed for the purpose of
updating such description; and

         (13) All documents subsequently filed by the Company with the SEC
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment to the Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

Item 4.   Description of Securities.

         Not applicable.

Item 5.   Interest of Named Experts and Counsel.

         Not applicable.

                                       4
Item 6.   Indemnification of Directors and Officers.

         Reference is made to Section 16-10a-841 of the Utah Revised Business
Corporation Act (the "URBCA"), which permits a corporation in its articles of
incorporation or in its bylaws to eliminate or limit the personal liability of a
director to the corporation or to its shareholders for any actions taken or any
failure to take any action as a director, except for (a) the amount of a
financial benefit received by a director to which he is not entitled; (b) an
intentional infliction of harm on the corporation or the shareholders; (c) a
violation of Section 16-10a-842 (providing for liability of directors for
unlawful distributions to shareholders); or (d) an intentional violation of
criminal law. The Registrant's Articles of Amendment and Restatement contain
provisions permitted by Section 16-10a-841 of the URBCA.

         Reference is made to Sections 16-10a-902 and 16-10a-907 of the URBCA,
which provide that a corporation may indemnify an individual made a party to a
proceeding because he is or was a director, against liability incurred in the
proceeding if (a) his conduct was in good faith; (b) he reasonably believed that
his conduct was in, or not opposed to, the corporation's best interests; and (c)
in the case of any criminal proceeding, he had no reasonable cause to believe
his conduct was unlawful. A director's conduct with respect to any employee
benefit plan for a purpose he reasonably believed to be in or not opposed to the
interests of the participants in and beneficiaries of the plan is conduct that
satisfies the requirement of clause (b) in the preceding sentence. The
termination of a proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendre is not by itself determinative that the individual did
not meet the standard of conduct required for indemnification. A corporation may
not indemnify a director: (a) in connection with a proceeding by or in the right
of the corporation in which the director was adjudged liable to the corporation;
or (b) in connection with any other proceeding charging that the director
derived an improper personal benefit, whether or not involving action in his
official capacity, in which proceeding he was adjudged liable on the basis that
he derived an improper personal benefit. Indemnification permitted under these
sections of the URBCA in connection with a proceeding by or in the right of a
corporation is limited to reasonable expenses incurred in connection with the
proceeding.

         Reference is made to Section 16-10a-907 of the URBCA, which provides
that a corporation may indemnify an officer of the corporation to the same
extent as a director and, with respect to an officer who is not a director, to a
greater extent if not inconsistent with public policy.

         The Registrant's Articles of Amendment and Restatement and Amended and
Restated By-laws provide for the indemnification of directors and officers of
the Registrant to the fullest extent permitted by the URBCA.

         The Registrant maintains liability insurance for each director and
officer for certain losses arising from claims or charges made against them
while acting in their capacities as directors or officers of the Registrant.

         Section 4 of the Plan provides that the Registrant shall indemnify each
member of the Committee and any other director or employee of the Company to
whom any duty or power relating to the administration or interpretation of the
Plan has been delegated against any costs or expenses arising out of such
activities, except where the individual acted in bad faith and without
reasonable belief that it was in the best interests of the Company.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

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

          Exhibit Number        Description
          --------------        -----------
              4.1               Articles of  Amendment  and  Restatement  of the
                                Registrant.

              4.2               Amended and Restated By-laws of the Registrant.

              5                 Opinion of Stoel Rives LLP regarding legality of
                                securities being registered (including consent).

                                       5
23.1              Consent of BDO Seldman, LLP

              23.2              Consent of Cohen & Schaeffer, P.C.

              23.3              Consent of Richard A. Eisner & Company, LLP

              23.4              Consent of Stoel Rives LLP (see Exhibit Number 5
                                above).

Item 9.    Undertakings.

             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 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.

             (2) That, for the purpose of determining any liability under the
Securities Act of 1933 (the "Securities Act"), each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at the time
shall be deemed to be the initial bona fide offering thereof.

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

             The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

             Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                       6
SIGNATURES

             Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on this 22nd day of
March, 2000.

                                         THCG, INC.

                                         By: /s/ Joseph D. Mark
                                            -----------------------------------
                                            Name:  Joseph D. Mark
                        Title: Co-Chief Executive Officer

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

  Signature                        Title(s)                        Date
  ---------                        --------                        ----

/s/ Joseph D. Mark              Co-Chief Executive              March 22, 2000
---------------------           Officer and Director
Joseph D. Mark

/s/ Adi Raviv                   Co-Chief Executive              March 22, 2000
---------------------           Officer and Director
Adi Raviv

/s/ Shai Novik                  Chief Financial Officer         March 22, 2000
---------------------
Shai Novik

/s/ Keith Abell                 Director                        March 22, 2000
---------------------
Keith Abell

/s/ Gene E. Burleson            Director                        March 22, 2000
---------------------
Gene E. Burleson

/s/ Burton W. Kanter            Director                        March 22, 2000
---------------------
Burton W. Kanter

/s/ Joel S. Kanter              Director                        March 22, 2000
---------------------
Joel S. Kanter

/s/ Henry Klein                 Director                        March 22, 2000
----------------------
Henry Klein

/s/ Evan Marks                  Director                        March 22, 2000
----------------------
Evan Marks

/s/ Larry Smith                 Director                        March 22, 2000
----------------------
Larry Smith

/s/ Stanley B. Stern            Director                        March 22, 2000
-----------------------
Stanley B. Stern

                                       7
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on March 22nd, 2000.

                                    The 2000 THCG, Inc. Stock Incentive Plan

                                    By: /s/ Adi Raviv
                                       ----------------------------------
                                    Name:  Adi Raviv
                                    Title: Co-Chief Executive Officer

                                    2000 THCG, Inc. Employee Stock Purchase Plan

                                    By: /s/ Adi Raviv
                                       ---------------------------------
                                       Name:  Adi Raviv
                                       Title: Co-Chief Executive Officer

                                    The 1999 Walnut Financial Services, Inc.
                                    Stock Incentive Plan

                                    By: /s/ Adi Raviv
                                       ---------------------------------
                                       Name:  Adi Raviv
                                       Title: Co-Chief Executive Officer

                                    Amended and  Restated  1994 Walnut
                                    Financial  Services,  Inc.
                                    Stock Incentive Plan

                                    By: /s/ Adi Raviv
                                       ---------------------------------
                                       Name:  Adi Raviv
                                       Title: Co-Chief Executive Officer

                                    Walnut Capital Corporation 1987 Stock
                                    Option Plan

                                    By: /s/ Adi Raviv
                                       --------------------------------
                                       Name:  Adi Raviv
                                       Title: Co-Chief Executive Officer

                                       8
EXHIBIT INDEX

         Exhibit Number       Description
         --------------       -----------

         4.1                  Articles  of  Amendment  and  Restatement  of  the
                              Registrant.

         4.2                  Amended and Restated By-laws of the Registrant.

         5                    Opinion of Stoel Rives LLP regarding legality of
                              securities being registered (including consent).

         23.1                 Consent of BDO Seldman, LLP

         23.2                 Consent of Cohen & Schaeffer, P.C.

         23.3                 Consent of Richard A. Eisner & Company, LLP

         23.4                 Consent of Stoel Rives LLP (see  Exhibit  Number 5
                              above).

                                       9