As filed with the Securities and Exchange Commission on September 27, 2000
                                                   Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                              --------------------

                         HEALTHCARE SERVICES GROUP, INC.

                    Pennsylvania                             23-2018365
       (State or other jurisdiction of                   (I.R.S. Employer
      incorporation or organization)                     Identification No.)


                    3220 Tillman Drive,
      Glenview Corporate Center, Suite 300
           Bensalem, Pennsylvania 19020                        19020
      (Address of principal executive offices)              (Zip Code)

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

          1995 Incentive and Nonqualified Stock Option Plan, as amended
                            (Full Title of the Plan)
                           -------------------------
                               Daniel P. McCartney
                      Chairman and Chief Executive Officer
                         Healthcare Services Group, Inc.
                               3220 Tillman Drive,
                      Glenview Corporate Center, Suite 300
                          Bensalem, Pennsylvania 19020
                     (Name and Address of agent for service)

                                 (215) 639-4274
          (Telephone number, including area code, of agent for service)
                           -------------------------
                                 With a copy to:
                           Victor M. Rosenzweig, Esq.
                 Olshan Grundman Frome Rosenzweig & Wolosky 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
<TABLE>
<CAPTION>

                                                  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
<S>                    <C>                        <C>              <C>                  <C>
Common Stock
$.01 par value         500,000 shares (1)(2)      $4.9375          $2,468,750           $686.31
==================================================================================================
</TABLE>

(1) There are also  registered  hereby  such  indeterminate  number of shares of
Common  Stock as may  become  issuable  by  reason of the  applicability  of the
anti-dilution  provisions of the 1995 Incentive and  Non-Qualified  Stock Option
Plan,  as amended (the "1995 Plan") of  Healthcare  Services  Group,  Inc.  (the
"Company").


<PAGE>


(2) The number of shares  available for the grant of options under the 1995 Plan
was  increased  from  500,000 to  1,000,000.  The shares  underlying  options to
purchase  500,000  shares  have been  previously  registered.  Accordingly,  the
Company is  registering  hereby 500,000 shares with respect to which options may
be  granted  under  the  1995  Plan.  Pursuant  to  Rule  457(g)  and (h) of the
Securities Act of 1933, as amended,  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  ($4.9375) as reported by the Nasdaq National Market
on September 20, 2000.


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

                                       -2-

<PAGE>

PROSPECTUS
                                916,090 SHARES

                         HEALTHCARE SERVICES GROUP, INC.
                          Common Stock, $.01 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,  $.01 par  value  (the  "Common  Stock")  of
Healthcare Services Group, Inc. (the "Company",  may also be referred to as "we"
"us" and "our") that may be issued by the  Company to the  Selling  Shareholders
upon the exercise of outstanding stock options granted pursuant to the Company's
1995 Incentive and Non-Qualified Stock Option Plan, as amended (the "1995 Plan")
or  pursuant  to other  grants of options  to  non-employee  Directors.  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 the  Selling  Shareholders  or
additional  affiliates  under 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 NASDAQ National Market ("NASDAQ"),  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 NASDAQ  under the symbol
"HCSG".  On  September  19, 2000,  the closing  price for the Common  Stock,  as
reported by NASDAQ, was $4.9375.


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

     This investment involves risk. See "Risk Factors" beginning at page 4.

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


          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 September 27, 2000.



<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  obtained  at  no  cost  from  the
Commission's  website  at  www.sec.gov,  or may 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.................................................. 4

         RISK FACTORS......................................................... 4

         USE OF PROCEEDS...................................................... 6

         SELLING SHAREHOLDERS................................................. 6

         PLAN OF DISTRIBUTION................................................. 8

         LEGAL MATTERS........................................................ 8

         ADDITIONAL INFORMATION............................................... 8


                                       -2-

<PAGE>

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The documents  containing the  information  specified in Part I of Form
S-8  (Plan  information  and  Registrant  information)  will be sent or given to
employees as specified by Rule  428(b)(1) of the Act. Such documents need not be
filed  with  the  Securities  and  Exchange  Commission  either  as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule  424  of  the  Act.  These  documents,   which  include  the  statement  of
availability  required by Item 2 of Form S-8, and the documents  incorporated by
reference in this Registration Statement pursuant to Item 3 of Form S-8 (part II
hereof), taken together,  constitute a prospectus that meets the requirements of
Section 10(a) of the Act.

         The Company hereby  undertakes to provide without charge to each person
to whom a copy of this  Prospectus  has been  delivered,  on the written or oral
request of any such person, a copy of any or all of the documents referred to in
Item 3 of Form S-8 (Part II hereof) above which have been or may be incorporated
in this Prospectus by reference, other than exhibits to such documents.  Written
requests for such copies should be directed to Healthcare  Services Group, Inc.,
3220 Tillman Drive, Glenview Corporate Center, Suite 300, Bensalem, Pennsylvania
19020,  Attention:  Richard W. Hudson.  Oral requests should be directed to such
officer (telephone number (215) 639-4274).

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


         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.





                                       -3-

<PAGE>

                               GENERAL INFORMATION

         We provide housekeeping,  laundry, linen, food and maintenance services
to the healthcare  industry,  primarily to long-term care facilities,  including
nursing  homes and  retirement  complexes.  We believe  that we are the  largest
provider of these  contractual  services to the  long-term  care industry in the
United States,  rendering such services to approximately  1,100 facilities in 42
states and Canada.

         Our  principal  executive  offices are located at 3220  Tillman  Drive,
Glenview  Corporate  Center,  Suite  300,  Bensalem,   Pennsylvania  19020.  Our
telephone number at such location is (215) 639-4274.

         The Shares  offered  hereby  were or will be  purchased  by the Selling
Shareholders  upon exercise of options  granted to them and will be sold for the
account of the Selling Shareholders.

                                  RISK FACTORS

General - Cautionary Statements Regarding Forward-Looking Statements.

         The  purchase of our common stock  involves a high degree of risk.  You
should carefully  consider the following risk factors and the other  information
in this  prospectus  or  information  in our Annual  Report on Form 10-K for the
fiscal year ended  December  31, 1999 (the "10-K") and our  Quarterly  Report on
Form 10-Q for the quarter  ended June 30, 2000 (the "10-Q")  before  deciding to
invest in our Common Stock.  Certain matters  discussed in this report or in the
10-K or 10-Q may include  forward-looking  statements  that are subject to risks
and  uncertainties  that could  cause  actual  results or  objectives  to differ
materially from those projected.  Such risks and uncertainties  include, but are
not limited to, risks arising from our  providing  services  exclusively  to the
health care industry who are primarily  providers of long-term care;  credit and
collection  risks  associated  with this  industry;  the  effects  of changes in
regulations governing the industry; and the risks specified below. Additionally,
our operating results would be adversely affected if unexpected increases in the
costs of  labor,  materials,  supplies  and  equipment  used in  performing  our
services could not be passed on to our clients. In addition,  we believe that to
improve our future  financial  performance  we must  continue to obtain  service
agreements with new clients,  provide new services to existing clients,  achieve
modest price increases on current service  agreements with existing  clients and
maintain  internal  cost  reduction  strategies at various  operational  levels.
Furthermore,  we believe that our ability to sustain the internal development of
managerial  personnel is an important factor impacting future operating  results
and successfully executing projected growth strategies.

The phasing in of a Medicare prospective payment system has adversely affected
our clients.

         Our clients are subject to various governmental  regulations including,
but not limited to the Balanced  Budget Act of 1997.  This  legislation  changed
Medicare  policy in a number of ways  including  the  phasing  in of a  Medicare
prospective payment system ("PPS") for skilled nursing

                                       -4-

<PAGE>

facilities effective July 1, 1998. PPS has significantly  changed the manner and
the amounts in which skilled  nursing  facilities  are  reimbursed for inpatient
service provided to Medicare  beneficiaries.  Unlike the old system which relied
solely   on  costs   submitted,   PPS   rates   are   based   entirely   on  the
federally-acuity-adjusted  rate.  Although PPS directly  affects how our clients
are  paid  for  certain  services,  we do  not  participate  in  any  government
reimbursement programs. Therefore, all of our contractual relationships with our
clients continue to determine our clients'  payment  obligations to us. However,
certain of our  clients  have been  adversely  affected by PPS, as well as other
trends in the long-term  care  industry  resulting in certain  clients  recently
filing bankruptcy petition and others may follow.

         PPS has had, and continues to have, a negative  effect on the long-term
care industry's financial position, although this problem has been recognized by
Congress.  In the summer of 1999, a proposal was  presented by the President and
Congress to add  approximately  $7.5 billion in funding in an attempt to address
coverage gaps caused by PPS.  Additionally,  other measures have been introduced
by legislatures to close the gap between the current  system's  presumptions and
the actual  cost of  providing  care.  We are unable to  predict  whether  these
proposals will be enacted or, if enacted, will actually close the coverage gaps.

Other Business Related Risks

         Our  clients   generally  enter  into  service   agreements  which  are
cancellable  on short notice and we have  encountered  difficulty  in collecting
amounts due from certain clients who have terminated  service agreements as well
as  clients  who  are  in  bankruptcy  or  slow  payers  experiencing  financial
difficulties.

         Substantially all of our agreements are full service agreements.  These
agreements  typically  provide for a one year term,  cancellable by either party
upon 30 days' notice after the initial  90-day  period.  As of June 30, 2000, we
provided services to approximately 1,100 client facilities.

         Although the service  agreements are  cancellable  on short notice,  we
have historically had a favorable client retention rate and expect to be able to
continue to maintain  satisfactory  relationships  with our  clients.  The risks
associated  with short-term  agreements have not materially  affected either our
linen and laundry  service,  which generally  require a capital  investment,  or
laundry  installation  sales,  which require us to finance the sales price. Such
risks are often  mitigated  by certain  provisions  set forth in the  agreements
which we enter into.

         From time to time,  however,  we  encounter  difficulty  in  collecting
amounts due from certain of our clients,  including  those in bankruptcy,  those
who have  terminated  service  agreements  and  those  who are slow  payers  and
experiencing  financial  difficulties.  In order to provide for these collection
problems and the general risk  associated  with the granting of credit terms, we
have recorded bad debt  provisions  (i.e.,  Allowance for Doubtful  Accounts) of
$1,500,000, $7,250,314, and $2,339,515 in the six months ended June 30, 2000 and
the fiscal years ended December 31, 1999 and 1998, respectively.  In addition to
analyzing and anticipating, where possible, the specific cases


                                       -5-

<PAGE>

described  above,  our  management   considers  the  general   collection  risks
associated with trends in the long-term care industry in making its evaluations.

There is strong competition to provide service to healthcare facilities.

         We compete  primarily with the in-house support service  departments of
our potential  clients.  Most  healthcare  facilities  perform their own support
service  functions  without  relying upon outside  management  firms like us. In
addition,  a number of local firms  compete with us in the  regional  markets in
which we conduct  business.  Additionally,  several  national  service firms are
larger and have greater  financial and  marketing  resources  than us,  although
historically,  such firms have concentrated their marketing efforts on hospitals
rather than the long-term care facilities which we typically  service.  Although
the  competition  to provide  service to health care  facilities  is strong,  we
believe that we compete  effectively for new agreements,  as well as renewals of
the existing  agreements  based upon the quality and  dependability,  as well as
cost savings from our services.


                                 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 are deemed to be affiliates)  under
the 1995 Plan or other grants to non-employee Directors.

         The following table sets forth (i) the number of shares of Common Stock
beneficially owned by each Selling Shareholder at July 31, 2000, (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 Shares         Percentage of Class to be
                                          Common Stock Owned at  to be Offered for         Owned After Completion
       Name                                 July 31, 2000(1)        Resale                     of the Offering
       ----                                 ----------------        ------                     ---------------

<S>                <C>                         <C>                  <C>                        <C>
Daniel P. McCartney(2).................        1,429,659(3)         237,500                    1,192,159/12.8%
Joseph F. McCartney(4).................           91,000(5)          91,000                                -
W. Thacher Longstreth(6)...............           55,194(7)          54,965                          229/*
Barton D. Weisman(8)...................          140,990(9)          50,465                       90,525/1.3%
Robert L. Frome(10)....................          153,365(11)         32,465                      120,900/1.4%
</TABLE>



                                       -6-

<PAGE>
<TABLE>
<CAPTION>
                                                                                            Number of shares of
                                                                                               Common Stock/
                                           Number of shares of   Number of Shares         Percentage of Class to be
                                          Common Stock Owned at  to be Offered for         Owned After Completion
       Name                                 July 31, 2000(1)        Resale                     of the Offering
       ----                                 ----------------        ------                     ---------------

<S>                                              <C>                <C>                            <C>
Thomas A. Cook(12)....................           315,500(13)        315,500                               -
John M. Briggs(14)....................            23,830(15)          9,980                        13,850/*
Robert J. Moss(16)....................            32,465(17)         32,465                               -
Brian Waters(18)......................            71,000(19)         71,000                               -
James DiStefano (20)..................            20,750(21)         20,750                               -
</TABLE>

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

(1)      A person is deemed to be the beneficial owner of voting securities that
         can be acquired by such person  within 60 days after July 31, 2000 upon
         the exercise of options.  Each beneficial owner's percentage  ownership
         is  determined  by assuming  that  options that are held by such person
         (but not  those  held by any  other  person)  and  that  are  currently
         exercisable  (i.e., that are exercisable  within 60 days after July 31,
         2000) have been exercised. Unless otherwise noted, the Company believes
         that all  persons  named in the table have sole  voting and  investment
         power with respect to all shares beneficially owned by them.

(2)      Daniel P.  McCartney has been Chief  Executive  Officer and Chairman of
         the Board of the Company since 1977.

(3)      Includes   incentive  stock  options  to  purchase  90,680  shares  and
         nonqualified stock options to purchase 146,820 shares. Also includes an
         aggregate of 125,000  shares that Mr.  McCartney  holds as a co-trustee
         for the benefit of his children.  Mr.  McCartney  disclaims  beneficial
         ownership of these shares. Mr. McCartney may be deemed to be a "parent"
         of and deemed to control  the  Company,  as such terms are  defined for
         purposes of the  Securities  Act of 1933,  as amended (the  "Securities
         Act"), by virtue of his position as founder,  director, Chief Executive
         Officer and principal  shareholder of the Company.  Daniel P. McCartney
         is the brother of Joseph F. McCartney.

(4)      Joseph F.  McCartney  has been a Director of the Company since 1983 and
         Regional Vice President of the Company for more than five (5) years.

(5)      Represents  incentive  stock  options  to  purchase  40,314  shares and
         nonqualified stock options to purchase 50,686 shares.

(6)      W. Thacher Longstreth has been a Director of the Company since 1983.

(7)      Includes nonqualified stock options to purchase 54,965 shares.

(8)      Barton D. Weisman has been a Director of the Company since 1983.

(9)      Includes nonqualified stock options to purchase 50,465 shares.

(10)     Robert L. Frome has been a Director of the Company since 1983.

(11)     Includes nonqualified stock options to purchase 32,465 shares.

(12)     Thomas A. Cook has been a Director of the Company since 1987; President
         of the Company for more than five (5) years.

(13)     Represents  incentive  stock  options  to  purchase  84,333  shares and
         nonqualified stock options to purchase 231,167 shares.

(14)     John M. Briggs has been a Director of the Company since 1993.

(15)     Includes nonqualified stock options to purchase 9,980 shares.

(16)     Robert J. Moss has been a Director of the Company since 1992.



                                       -7-

<PAGE>

(17)     Includes nonqualified stock options to purchase 32,465 shares.

(18)     Brian Waters has been the Company's  Vice  President of Operations  for
         more than 5 years.

(19)     Represents  incentive  stock  options  to  purchase  69,043  shares and
         nonqualified stock options to purchase 1,957 shares.

(20)     James  DiStefano has been the Company's  Treasurer and Chief  Financial
         Officer for more than 5 years.

(21)     Includes incentive stock options to purchase 20,750 shares.

                              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 Olshan  Grundman  Frome
Rosenzweig & Wolosky LLP, New York, New York 10022. Robert L. Frome, a member of
Olshan  Grundman Frome  Rosenzweig & Wolosky LLP is a director and  beneficially
owns 120,900 shares and holds options to purchase  32,465 shares of Common Stock
of the  Company.  Victor  M.  Rosenzweig,  a member  of  Olshan  Grundman  Frome
Rosenzweig & Wolosky LLP, also holds options to purchase  6,150 shares of Common
Stock. The shares underlying the options held by Messrs. Frome & Rosenzweig were
previously registered.

                             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.


                                       -8-

<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) Healthcare  Services  Group,  Inc.'s (the  "Company")  Annual
         Report on Form 10-K for the fiscal year ended December 31, 1999;

               (b) The Company's  Quarterly  Report on Form 10-Q for the quarter
         ended March 31, 2000; and

               (c) The Company's  Quarterly  Report on Form 10-Q for the quarter
         ended June 30, 2000; and

               (d) The description of the Company's  securities contained in the
         Company's Registration Statement on Form 8-A filed April 30, 1984.

         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 Olshan  Grundman  Frome
Rosenzweig & Wolosky LLP, New York, New York 10022. Robert L. Frome, a member of
such firm, is a Director of the Company and beneficially  owns 120,900 shares of
the  Company's  Common Stock,  $.01 par value (the "Common  Stock") and has been
granted options to purchase  32,465 shares.  Victor M.  Rosenzweig,  a member of
such firm, has options to purchase 6,150 shares of Common Stock.





                                       -9-

<PAGE>

Item 6.  Indemnification of Officers and Directors

         Sections  1741  through  1750  of  Subchapter  C of  Chapter  17 of the
Pennsylvania  Business Corporation Law (the "BCL") contain,  among other things,
provisions for mandatory and  discretionary  indemnification  of a corporation's
directors, officers and other personnel.

         Under  Section  1741,  unless  otherwise  limited  by  its  by-laws,  a
corporation  has the power to indemnify  directors  and officers  under  certain
prescribed   circumstances   against  expenses   (including   attorney's  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection  with a  threatened,  pending or completed  action or  proceeding,
whether civil, criminal,  administrative or investigative,  to which any of them
is a  party  or  threatened  to be  made  a  party  by  reason  of his  being  a
representative, director or officer of the corporation or serving at the request
of the  corporation as a  representative  of another  corporation,  partnership,
joint  venture,  trust or other  enterprise,  if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the corporation and, with respect to any criminal proceeding,  had no reasonable
cause to believe his  conduct was  unlawful.  The  termination  of any action or
proceeding by judgment,  order,  settlement or conviction or upon a plea of nolo
contendere or its  equivalent  does not of itself create a presumption  that the
person did not act in good faith and in a manner that he reasonably  believed to
be in, or not  opposed  to, the best  interests  of the  corporation  and,  with
respect to any criminal  proceeding,  had  reasonable  cause to believe that his
conduct was unlawful.

         Section 1742  provides for  indemnification  with respect to derivative
actions similar to that provided by Section 1741.  However,  indemnification  is
not provided under Section 1742 with respect to any claim, issue or matter as to
which a director  or officer has been  adjudged to be liable to the  corporation
unless and only to the extent that the proper court  determines upon application
that,  despite  the  adjudication  of  liability  but  in  view  of  all  of the
circumstances  of the case,  a director  or  officer  is fairly  and  reasonably
entitled to indemnity for the expenses that the court deems proper.

         Section  1743  provides  that   indemnification   against  expenses  is
mandatory to the extent that the director or officer has been  successful on the
merits or otherwise in defense of any such action or  proceeding  referred to in
Section 1741 or 1742.

         Section   1744   provides   that  unless   ordered  by  a  court,   any
indemnification  under Section 1741 or 1742 shall be made by the  corporation as
authorized in the specific case upon a  determination  that  indemnification  of
directors  and  officers  is proper  because  the  director  or officer  met the
applicable standard of conduct, and such determination will be made by the board
of  directors  by a majority  vote of a quorum of  directors  not parties to the
action or  proceeding;  if a quorum is not  obtainable  or if  obtainable  and a
majority of disinterested directors so directs, by independent legal counsel; or
by the shareholders.

         Section 1745 provides  that expenses  incurred by a director or officer
in defending any action or proceeding  referred to in the Subchapter may be paid
by the corporation in advance of the final


                                      -10-

<PAGE>

disposition of such action or proceeding upon receipt of an undertaking by or on
behalf of such  director or officer to repay such amount if it shall  ultimately
be determined that he is not entitled to be indemnified by the corporation.

         Section 1746 provides  generally  that except in any case where the act
or failure to act giving rise to the claim for  indemnification is determined by
a  court  to  have  constituted   willful   misconduct  or   recklessness,   the
indemnification and advancement of expenses provided by the Subchapter shall not
be deemed  exclusive of any other rights to which a director or officer  seeking
indemnification  or  advancement  of expenses  may be entitled  under any bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, both as
to action in his official  capacity and as to action in another  capacity  while
holding that office.

         Section  1747  also  grants a  corporation  the power to  purchase  and
maintain  insurance on behalf of any director or officer  against any  liability
incurred  by him in his  capacity  as  officer or  director,  whether or not the
corporation  would have the power to indemnify him against the  liability  under
this Subchapter of the BCL.

         Sections 1748 and 1749 apply the  indemnification  and  advancement  of
expenses  provisions  contained  in the  Subchapter  to  successor  corporations
resulting  from   consolidation,   merger  or  division  and  to  service  as  a
representative of a corporation or an employee benefit plan.

         The foregoing  provisions  substantially  overlap the provisions of the
Pennsylvania  Directors'  Liability  Act,  42 Pa.  C.S.ss.8365,  which  are also
applicable to the Company.

         Article XI of the Company's By-laws provides, in part, that the Company
shall  indemnify its  directors,  officers,  employees and agents to the fullest
extent permitted by the BCL.

         Article XII of the Company's By-laws provides, in part, that:

               "A Director shall not be liable for monetary  damages as such for
         any action  taken,  or any  failure to take  action,  unless  (1):  the
         director  has  breached  or failed to perform  the duties of his office
         under Section 8363 of the  Pennsylvania  Consolidated  Statutes and the
         breach  or  failure  to  perform  constitutes   self-dealing,   willful
         misconduct  or  recklessness;  provided,  however,  that the  foregoing
         provision shall not relieve a director of  responsibility  or liability
         of a director  pursuant to any  criminal  statute or for the payment of
         taxes pursuant to local, state or Federal law."

         The Company has purchased director and officer liability  insurance for
its directors and officers.

Item 7.  Exemption from Registration Claimed

         Not applicable.


                                      -11-

<PAGE>

Item 8.  Exhibits

          4(a)   -     1995  Incentive and  Non-Qualified  Stock Option Plan, as
                       amended (the "1995 Plan").  (Incorporated by reference to
                       exhibit  4(d) of the  Form S-8  filed by the  Registrant,
                       Commission File No. 33-58765.)

          5      -     Opinion of Olshan  Grundman  Frome  Rosenzweig  & Wolosky
                       LLP.

         23(a)   -     Consent of Grant Thornton LLP, independent auditors.

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

         24      -     Powers of Attorney (included on page 16).


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


                                      -12-

<PAGE>

                              Section 13 or 15(d) of the Securities Exchange Act
                              of 1934 that are  incorporated by reference in the
                              Registration Statement;

                       (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 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


                                      -13-

<PAGE>

                      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.



                                      -14-

<PAGE>
                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,  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 Huntingdon,  State of Pennsylvania,  on this 19th day
of September, 2000.

                                   HEALTHCARE SERVICES GROUP, INC.
                                   (Registrant)

                                   /s/ Daniel P. McCartney
                                   ---------------------------------------------
                                   Daniel P. McCartney, Chief Executive Officer
                                   and Chairman

                       POWER OF ATTORNEYS AND SIGNATORIES

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  and on the date  indicated.  Each of the  undersigned  officers  and
directors of Healthcare  Services Group,  Inc.  hereby  constitutes and appoints
Daniel  P.  McCartney  and  Thomas A Cook and each of them  singly,  as true and
lawful  attorneys-in-fact  and  agents  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  Registration
Statement 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,  and to make any applicable state securities law or blue sky filings,
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  Healthcare  Services  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  attorneys-in-fact
and agents,  or their substitute or substitutes,  may lawfully do or cause to be
done by virtue hereof.

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

/s/ Daniel P. McCartney
---------------------------
Daniel P. McCartney              Chief Executive Officer     September 19, 2000
                                 and Chairman


/s/ Thomas A. Cook
---------------------------
Thomas A. Cook                   Director, President and     September 19, 2000
                                 Chief Operating Officer


/s/ W. Thacher Longstreth
---------------------------
W. Thacher Longstreth            Director                    September 19, 2000


/s/Barton D. Weisman
---------------------------
Barton D. Weisman                Director                    September 19, 2000



/s/ Robert L. Frome
---------------------------
Robert L. Frome                  Director                    September 19, 2000


/s/ John M. Briggs
---------------------------
John M. Briggs                   Director                    September 19, 2000


                                      -16-

<PAGE>


/s/ Robert J. Moss
---------------------------
Robert J. Moss                   Director                    September 19, 2000



/s/ Joseph F. McCartney
---------------------------
Joseph F. McCartney              Director and Divisional     September 19, 2000
                                 Vice President

/s/ James L. DiStefano
---------------------------
James L. DiStefano               Chief Financial Officer     September 19, 2000
                                 and Treasurer

/s/ Richard W. Hudson
---------------------------
Richard W. Hudson                Vice President - Finance    September 19, 2000
                                 and Secretary (Principal
                                 Accounting Officer)




                                      -16-
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 49433}]
{"company-data": {"conformed-name": "HEALTHCARE SERVICES GROUP INC", "cik": "0000731012", "assigned-sic": "7340", "irs-number": "232018365", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46656", "film-number": "729087"}, "business-address": {"street1": "2643 HUNTINGDON PIKE", "city": "HUNTINGDON VALLEY", "state": "PA", "zip": "19006", "phone": "2159381661"}, "mail-address": {"street1": "2643 HUNTINGDON PIKEE", "city": "HUNTINGDON VALLEY", "state": "PA", "zip": "19006"}}
As filed with the Securities and Exchange Commission on September 27, 2000
                                                   Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                              --------------------

                         HEALTHCARE SERVICES GROUP, INC.

                    Pennsylvania                             23-2018365
       (State or other jurisdiction of                   (I.R.S. Employer
      incorporation or organization)                     Identification No.)

                    3220 Tillman Drive,
      Glenview Corporate Center, Suite 300
           Bensalem, Pennsylvania 19020                        19020
      (Address of principal executive offices)              (Zip Code)

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

          1995 Incentive and Nonqualified Stock Option Plan, as amended
                            (Full Title of the Plan)
                           -------------------------
                               Daniel P. McCartney
                      Chairman and Chief Executive Officer
                         Healthcare Services Group, Inc.
                               3220 Tillman Drive,
                      Glenview Corporate Center, Suite 300
                          Bensalem, Pennsylvania 19020
                     (Name and Address of agent for service)

                                 (215) 639-4274
          (Telephone number, including area code, of agent for service)
                           -------------------------
                                 With a copy to:
                           Victor M. Rosenzweig, Esq.
                 Olshan Grundman Frome Rosenzweig & Wolosky 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
$.01 par value         500,000 shares (1)(2)      $4.9375          $2,468,750           $686.31
==================================================================================================
(1) There are also  registered  hereby  such  indeterminate  number of shares of
Common  Stock as may  become  issuable  by  reason of the  applicability  of the
anti-dilution  provisions of the 1995 Incentive and  Non-Qualified  Stock Option
Plan,  as amended (the "1995 Plan") of  Healthcare  Services  Group,  Inc.  (the
"Company").
(2) The number of shares  available for the grant of options under the 1995 Plan
was  increased  from  500,000 to  1,000,000.  The shares  underlying  options to
purchase  500,000  shares  have been  previously  registered.  Accordingly,  the
Company is  registering  hereby 500,000 shares with respect to which options may
be  granted  under  the  1995  Plan.  Pursuant  to  Rule  457(g)  and (h) of the
Securities Act of 1933, as amended,  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  ($4.9375) as reported by the Nasdaq National Market
on September 20, 2000.

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

                                       -2-
PROSPECTUS
                                916,090 SHARES

                         HEALTHCARE SERVICES GROUP, INC.
                          Common Stock, $.01 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,  $.01 par  value  (the  "Common  Stock")  of
Healthcare Services Group, Inc. (the "Company",  may also be referred to as "we"
"us" and "our") that may be issued by the  Company to the  Selling  Shareholders
upon the exercise of outstanding stock options granted pursuant to the Company's
1995 Incentive and Non-Qualified Stock Option Plan, as amended (the "1995 Plan")
or  pursuant  to other  grants of options  to  non-employee  Directors.  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 the  Selling  Shareholders  or
additional  affiliates  under 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 NASDAQ National Market ("NASDAQ"),  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 NASDAQ  under the symbol
"HCSG".  On  September  19, 2000,  the closing  price for the Common  Stock,  as
reported by NASDAQ, was $4.9375.

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

     This investment involves risk. See "Risk Factors" beginning at page 4.

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

          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 September 27, 2000.
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  obtained  at  no  cost  from  the
Commission's  website  at  www.sec.gov,  or may 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.................................................. 4

         RISK FACTORS......................................................... 4

         USE OF PROCEEDS...................................................... 6

         SELLING SHAREHOLDERS................................................. 6

         PLAN OF DISTRIBUTION................................................. 8

         LEGAL MATTERS........................................................ 8

         ADDITIONAL INFORMATION............................................... 8

                                       -2-
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The documents  containing the  information  specified in Part I of Form
S-8  (Plan  information  and  Registrant  information)  will be sent or given to
employees as specified by Rule  428(b)(1) of the Act. Such documents need not be
filed  with  the  Securities  and  Exchange  Commission  either  as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule  424  of  the  Act.  These  documents,   which  include  the  statement  of
availability  required by Item 2 of Form S-8, and the documents  incorporated by
reference in this Registration Statement pursuant to Item 3 of Form S-8 (part II
hereof), taken together,  constitute a prospectus that meets the requirements of
Section 10(a) of the Act.

         The Company hereby  undertakes to provide without charge to each person
to whom a copy of this  Prospectus  has been  delivered,  on the written or oral
request of any such person, a copy of any or all of the documents referred to in
Item 3 of Form S-8 (Part II hereof) above which have been or may be incorporated
in this Prospectus by reference, other than exhibits to such documents.  Written
requests for such copies should be directed to Healthcare  Services Group, Inc.,
3220 Tillman Drive, Glenview Corporate Center, Suite 300, Bensalem, Pennsylvania
19020,  Attention:  Richard W. Hudson.  Oral requests should be directed to such
officer (telephone number (215) 639-4274).

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

         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.

                                       -3-
GENERAL INFORMATION

         We provide housekeeping,  laundry, linen, food and maintenance services
to the healthcare  industry,  primarily to long-term care facilities,  including
nursing  homes and  retirement  complexes.  We believe  that we are the  largest
provider of these  contractual  services to the  long-term  care industry in the
United States,  rendering such services to approximately  1,100 facilities in 42
states and Canada.

         Our  principal  executive  offices are located at 3220  Tillman  Drive,
Glenview  Corporate  Center,  Suite  300,  Bensalem,   Pennsylvania  19020.  Our
telephone number at such location is (215) 639-4274.

         The Shares  offered  hereby  were or will be  purchased  by the Selling
Shareholders  upon exercise of options  granted to them and will be sold for the
account of the Selling Shareholders.

                                  RISK FACTORS

General - Cautionary Statements Regarding Forward-Looking Statements.

         The  purchase of our common stock  involves a high degree of risk.  You
should carefully  consider the following risk factors and the other  information
in this  prospectus  or  information  in our Annual  Report on Form 10-K for the
fiscal year ended  December  31, 1999 (the "10-K") and our  Quarterly  Report on
Form 10-Q for the quarter  ended June 30, 2000 (the "10-Q")  before  deciding to
invest in our Common Stock.  Certain matters  discussed in this report or in the
10-K or 10-Q may include  forward-looking  statements  that are subject to risks
and  uncertainties  that could  cause  actual  results or  objectives  to differ
materially from those projected.  Such risks and uncertainties  include, but are
not limited to, risks arising from our  providing  services  exclusively  to the
health care industry who are primarily  providers of long-term care;  credit and
collection  risks  associated  with this  industry;  the  effects  of changes in
regulations governing the industry; and the risks specified below. Additionally,
our operating results would be adversely affected if unexpected increases in the
costs of  labor,  materials,  supplies  and  equipment  used in  performing  our
services could not be passed on to our clients. In addition,  we believe that to
improve our future  financial  performance  we must  continue to obtain  service
agreements with new clients,  provide new services to existing clients,  achieve
modest price increases on current service  agreements with existing  clients and
maintain  internal  cost  reduction  strategies at various  operational  levels.
Furthermore,  we believe that our ability to sustain the internal development of
managerial  personnel is an important factor impacting future operating  results
and successfully executing projected growth strategies.

The phasing in of a Medicare prospective payment system has adversely affected
our clients.

         Our clients are subject to various governmental  regulations including,
but not limited to the Balanced  Budget Act of 1997.  This  legislation  changed
Medicare  policy in a number of ways  including  the  phasing  in of a  Medicare
prospective payment system ("PPS") for skilled nursing

                                       -4-
facilities effective July 1, 1998. PPS has significantly  changed the manner and
the amounts in which skilled  nursing  facilities  are  reimbursed for inpatient
service provided to Medicare  beneficiaries.  Unlike the old system which relied
solely   on  costs   submitted,   PPS   rates   are   based   entirely   on  the
federally-acuity-adjusted  rate.  Although PPS directly  affects how our clients
are  paid  for  certain  services,  we do  not  participate  in  any  government
reimbursement programs. Therefore, all of our contractual relationships with our
clients continue to determine our clients'  payment  obligations to us. However,
certain of our  clients  have been  adversely  affected by PPS, as well as other
trends in the long-term  care  industry  resulting in certain  clients  recently
filing bankruptcy petition and others may follow.

         PPS has had, and continues to have, a negative  effect on the long-term
care industry's financial position, although this problem has been recognized by
Congress.  In the summer of 1999, a proposal was  presented by the President and
Congress to add  approximately  $7.5 billion in funding in an attempt to address
coverage gaps caused by PPS.  Additionally,  other measures have been introduced
by legislatures to close the gap between the current  system's  presumptions and
the actual  cost of  providing  care.  We are unable to  predict  whether  these
proposals will be enacted or, if enacted, will actually close the coverage gaps.

Other Business Related Risks

         Our  clients   generally  enter  into  service   agreements  which  are
cancellable  on short notice and we have  encountered  difficulty  in collecting
amounts due from certain clients who have terminated  service agreements as well
as  clients  who  are  in  bankruptcy  or  slow  payers  experiencing  financial
difficulties.

         Substantially all of our agreements are full service agreements.  These
agreements  typically  provide for a one year term,  cancellable by either party
upon 30 days' notice after the initial  90-day  period.  As of June 30, 2000, we
provided services to approximately 1,100 client facilities.

         Although the service  agreements are  cancellable  on short notice,  we
have historically had a favorable client retention rate and expect to be able to
continue to maintain  satisfactory  relationships  with our  clients.  The risks
associated  with short-term  agreements have not materially  affected either our
linen and laundry  service,  which generally  require a capital  investment,  or
laundry  installation  sales,  which require us to finance the sales price. Such
risks are often  mitigated  by certain  provisions  set forth in the  agreements
which we enter into.

         From time to time,  however,  we  encounter  difficulty  in  collecting
amounts due from certain of our clients,  including  those in bankruptcy,  those
who have  terminated  service  agreements  and  those  who are slow  payers  and
experiencing  financial  difficulties.  In order to provide for these collection
problems and the general risk  associated  with the granting of credit terms, we
have recorded bad debt  provisions  (i.e.,  Allowance for Doubtful  Accounts) of
$1,500,000, $7,250,314, and $2,339,515 in the six months ended June 30, 2000 and
the fiscal years ended December 31, 1999 and 1998, respectively.  In addition to
analyzing and anticipating, where possible, the specific cases

                                       -5-
described  above,  our  management   considers  the  general   collection  risks
associated with trends in the long-term care industry in making its evaluations.

There is strong competition to provide service to healthcare facilities.

         We compete  primarily with the in-house support service  departments of
our potential  clients.  Most  healthcare  facilities  perform their own support
service  functions  without  relying upon outside  management  firms like us. In
addition,  a number of local firms  compete with us in the  regional  markets in
which we conduct  business.  Additionally,  several  national  service firms are
larger and have greater  financial and  marketing  resources  than us,  although
historically,  such firms have concentrated their marketing efforts on hospitals
rather than the long-term care facilities which we typically  service.  Although
the  competition  to provide  service to health care  facilities  is strong,  we
believe that we compete  effectively for new agreements,  as well as renewals of
the existing  agreements  based upon the quality and  dependability,  as well as
cost savings from our services.

                                 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 are deemed to be affiliates)  under
the 1995 Plan or other grants to non-employee Directors.

         The following table sets forth (i) the number of shares of Common Stock
beneficially owned by each Selling Shareholder at July 31, 2000, (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 Shares         Percentage of Class to be
                                          Common Stock Owned at  to be Offered for         Owned After Completion
       Name                                 July 31, 2000(1)        Resale                     of the Offering
       ----                                 ----------------        ------                     ---------------
Daniel P. McCartney(2).................        1,429,659(3)         237,500                    1,192,159/12.8%
Joseph F. McCartney(4).................           91,000(5)          91,000                                -
W. Thacher Longstreth(6)...............           55,194(7)          54,965                          229/*
Barton D. Weisman(8)...................          140,990(9)          50,465                       90,525/1.3%
Robert L. Frome(10)....................          153,365(11)         32,465                      120,900/1.4%
-6-
Number of shares of
                                                                                               Common Stock/
                                           Number of shares of   Number of Shares         Percentage of Class to be
                                          Common Stock Owned at  to be Offered for         Owned After Completion
       Name                                 July 31, 2000(1)        Resale                     of the Offering
       ----                                 ----------------        ------                     ---------------
Thomas A. Cook(12)....................           315,500(13)        315,500                               -
John M. Briggs(14)....................            23,830(15)          9,980                        13,850/*
Robert J. Moss(16)....................            32,465(17)         32,465                               -
Brian Waters(18)......................            71,000(19)         71,000                               -
James DiStefano (20)..................            20,750(21)         20,750                               -
---------------------
*  less than one percent

(1)      A person is deemed to be the beneficial owner of voting securities that
         can be acquired by such person  within 60 days after July 31, 2000 upon
         the exercise of options.  Each beneficial owner's percentage  ownership
         is  determined  by assuming  that  options that are held by such person
         (but not  those  held by any  other  person)  and  that  are  currently
         exercisable  (i.e., that are exercisable  within 60 days after July 31,
         2000) have been exercised. Unless otherwise noted, the Company believes
         that all  persons  named in the table have sole  voting and  investment
         power with respect to all shares beneficially owned by them.

(2)      Daniel P.  McCartney has been Chief  Executive  Officer and Chairman of
         the Board of the Company since 1977.

(3)      Includes   incentive  stock  options  to  purchase  90,680  shares  and
         nonqualified stock options to purchase 146,820 shares. Also includes an
         aggregate of 125,000  shares that Mr.  McCartney  holds as a co-trustee
         for the benefit of his children.  Mr.  McCartney  disclaims  beneficial
         ownership of these shares. Mr. McCartney may be deemed to be a "parent"
         of and deemed to control  the  Company,  as such terms are  defined for
         purposes of the  Securities  Act of 1933,  as amended (the  "Securities
         Act"), by virtue of his position as founder,  director, Chief Executive
         Officer and principal  shareholder of the Company.  Daniel P. McCartney
         is the brother of Joseph F. McCartney.

(4)      Joseph F.  McCartney  has been a Director of the Company since 1983 and
         Regional Vice President of the Company for more than five (5) years.

(5)      Represents  incentive  stock  options  to  purchase  40,314  shares and
         nonqualified stock options to purchase 50,686 shares.

(6)      W. Thacher Longstreth has been a Director of the Company since 1983.

(7)      Includes nonqualified stock options to purchase 54,965 shares.

(8)      Barton D. Weisman has been a Director of the Company since 1983.

(9)      Includes nonqualified stock options to purchase 50,465 shares.

(10)     Robert L. Frome has been a Director of the Company since 1983.

(11)     Includes nonqualified stock options to purchase 32,465 shares.

(12)     Thomas A. Cook has been a Director of the Company since 1987; President
         of the Company for more than five (5) years.

(13)     Represents  incentive  stock  options  to  purchase  84,333  shares and
         nonqualified stock options to purchase 231,167 shares.

(14)     John M. Briggs has been a Director of the Company since 1993.

(15)     Includes nonqualified stock options to purchase 9,980 shares.

(16)     Robert J. Moss has been a Director of the Company since 1992.

                                       -7-
(17)     Includes nonqualified stock options to purchase 32,465 shares.

(18)     Brian Waters has been the Company's  Vice  President of Operations  for
         more than 5 years.

(19)     Represents  incentive  stock  options  to  purchase  69,043  shares and
         nonqualified stock options to purchase 1,957 shares.

(20)     James  DiStefano has been the Company's  Treasurer and Chief  Financial
         Officer for more than 5 years.

(21)     Includes incentive stock options to purchase 20,750 shares.

                              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 Olshan  Grundman  Frome
Rosenzweig & Wolosky LLP, New York, New York 10022. Robert L. Frome, a member of
Olshan  Grundman Frome  Rosenzweig & Wolosky LLP is a director and  beneficially
owns 120,900 shares and holds options to purchase  32,465 shares of Common Stock
of the  Company.  Victor  M.  Rosenzweig,  a member  of  Olshan  Grundman  Frome
Rosenzweig & Wolosky LLP, also holds options to purchase  6,150 shares of Common
Stock. The shares underlying the options held by Messrs. Frome & Rosenzweig were
previously registered.

                             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.

                                       -8-
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) Healthcare  Services  Group,  Inc.'s (the  "Company")  Annual
         Report on Form 10-K for the fiscal year ended December 31, 1999;

               (b) The Company's  Quarterly  Report on Form 10-Q for the quarter
         ended March 31, 2000; and

               (c) The Company's  Quarterly  Report on Form 10-Q for the quarter
         ended June 30, 2000; and

               (d) The description of the Company's  securities contained in the
         Company's Registration Statement on Form 8-A filed April 30, 1984.

         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 Olshan  Grundman  Frome
Rosenzweig & Wolosky LLP, New York, New York 10022. Robert L. Frome, a member of
such firm, is a Director of the Company and beneficially  owns 120,900 shares of
the  Company's  Common Stock,  $.01 par value (the "Common  Stock") and has been
granted options to purchase  32,465 shares.  Victor M.  Rosenzweig,  a member of
such firm, has options to purchase 6,150 shares of Common Stock.

                                       -9-
Item 6.  Indemnification of Officers and Directors

         Sections  1741  through  1750  of  Subchapter  C of  Chapter  17 of the
Pennsylvania  Business Corporation Law (the "BCL") contain,  among other things,
provisions for mandatory and  discretionary  indemnification  of a corporation's
directors, officers and other personnel.

         Under  Section  1741,  unless  otherwise  limited  by  its  by-laws,  a
corporation  has the power to indemnify  directors  and officers  under  certain
prescribed   circumstances   against  expenses   (including   attorney's  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection  with a  threatened,  pending or completed  action or  proceeding,
whether civil, criminal,  administrative or investigative,  to which any of them
is a  party  or  threatened  to be  made  a  party  by  reason  of his  being  a
representative, director or officer of the corporation or serving at the request
of the  corporation as a  representative  of another  corporation,  partnership,
joint  venture,  trust or other  enterprise,  if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the corporation and, with respect to any criminal proceeding,  had no reasonable
cause to believe his  conduct was  unlawful.  The  termination  of any action or
proceeding by judgment,  order,  settlement or conviction or upon a plea of nolo
contendere or its  equivalent  does not of itself create a presumption  that the
person did not act in good faith and in a manner that he reasonably  believed to
be in, or not  opposed  to, the best  interests  of the  corporation  and,  with
respect to any criminal  proceeding,  had  reasonable  cause to believe that his
conduct was unlawful.

         Section 1742  provides for  indemnification  with respect to derivative
actions similar to that provided by Section 1741.  However,  indemnification  is
not provided under Section 1742 with respect to any claim, issue or matter as to
which a director  or officer has been  adjudged to be liable to the  corporation
unless and only to the extent that the proper court  determines upon application
that,  despite  the  adjudication  of  liability  but  in  view  of  all  of the
circumstances  of the case,  a director  or  officer  is fairly  and  reasonably
entitled to indemnity for the expenses that the court deems proper.

         Section  1743  provides  that   indemnification   against  expenses  is
mandatory to the extent that the director or officer has been  successful on the
merits or otherwise in defense of any such action or  proceeding  referred to in
Section 1741 or 1742.

         Section   1744   provides   that  unless   ordered  by  a  court,   any
indemnification  under Section 1741 or 1742 shall be made by the  corporation as
authorized in the specific case upon a  determination  that  indemnification  of
directors  and  officers  is proper  because  the  director  or officer  met the
applicable standard of conduct, and such determination will be made by the board
of  directors  by a majority  vote of a quorum of  directors  not parties to the
action or  proceeding;  if a quorum is not  obtainable  or if  obtainable  and a
majority of disinterested directors so directs, by independent legal counsel; or
by the shareholders.

         Section 1745 provides  that expenses  incurred by a director or officer
in defending any action or proceeding  referred to in the Subchapter may be paid
by the corporation in advance of the final

                                      -10-
disposition of such action or proceeding upon receipt of an undertaking by or on
behalf of such  director or officer to repay such amount if it shall  ultimately
be determined that he is not entitled to be indemnified by the corporation.

         Section 1746 provides  generally  that except in any case where the act
or failure to act giving rise to the claim for  indemnification is determined by
a  court  to  have  constituted   willful   misconduct  or   recklessness,   the
indemnification and advancement of expenses provided by the Subchapter shall not
be deemed  exclusive of any other rights to which a director or officer  seeking
indemnification  or  advancement  of expenses  may be entitled  under any bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, both as
to action in his official  capacity and as to action in another  capacity  while
holding that office.

         Section  1747  also  grants a  corporation  the power to  purchase  and
maintain  insurance on behalf of any director or officer  against any  liability
incurred  by him in his  capacity  as  officer or  director,  whether or not the
corporation  would have the power to indemnify him against the  liability  under
this Subchapter of the BCL.

         Sections 1748 and 1749 apply the  indemnification  and  advancement  of
expenses  provisions  contained  in the  Subchapter  to  successor  corporations
resulting  from   consolidation,   merger  or  division  and  to  service  as  a
representative of a corporation or an employee benefit plan.

         The foregoing  provisions  substantially  overlap the provisions of the
Pennsylvania  Directors'  Liability  Act,  42 Pa.  C.S.ss.8365,  which  are also
applicable to the Company.

         Article XI of the Company's By-laws provides, in part, that the Company
shall  indemnify its  directors,  officers,  employees and agents to the fullest
extent permitted by the BCL.

         Article XII of the Company's By-laws provides, in part, that:

               "A Director shall not be liable for monetary  damages as such for
         any action  taken,  or any  failure to take  action,  unless  (1):  the
         director  has  breached  or failed to perform  the duties of his office
         under Section 8363 of the  Pennsylvania  Consolidated  Statutes and the
         breach  or  failure  to  perform  constitutes   self-dealing,   willful
         misconduct  or  recklessness;  provided,  however,  that the  foregoing
         provision shall not relieve a director of  responsibility  or liability
         of a director  pursuant to any  criminal  statute or for the payment of
         taxes pursuant to local, state or Federal law."

         The Company has purchased director and officer liability  insurance for
its directors and officers.

Item 7.  Exemption from Registration Claimed

         Not applicable.

                                      -11-
Item 8.  Exhibits

          4(a)   -     1995  Incentive and  Non-Qualified  Stock Option Plan, as
                       amended (the "1995 Plan").  (Incorporated by reference to
                       exhibit  4(d) of the  Form S-8  filed by the  Registrant,
                       Commission File No. 33-58765.)

          5      -     Opinion of Olshan  Grundman  Frome  Rosenzweig  & Wolosky
                       LLP.

         23(a)   -     Consent of Grant Thornton LLP, independent auditors.

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

         24      -     Powers of Attorney (included on page 16).

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

                                      -12-
Section 13 or 15(d) of the Securities Exchange Act
                              of 1934 that are  incorporated by reference in the
                              Registration Statement;

                       (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 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

                                      -13-
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.

                                      -14-
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,  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 Huntingdon,  State of Pennsylvania,  on this 19th day
of September, 2000.

                                   HEALTHCARE SERVICES GROUP, INC.
                                   (Registrant)

                                   /s/ Daniel P. McCartney
                                   ---------------------------------------------
                                   Daniel P. McCartney, Chief Executive Officer
                                   and Chairman

                       POWER OF ATTORNEYS AND SIGNATORIES

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  and on the date  indicated.  Each of the  undersigned  officers  and
directors of Healthcare  Services Group,  Inc.  hereby  constitutes and appoints
Daniel  P.  McCartney  and  Thomas A Cook and each of them  singly,  as true and
lawful  attorneys-in-fact  and  agents  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  Registration
Statement 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,  and to make any applicable state securities law or blue sky filings,
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  Healthcare  Services  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  attorneys-in-fact
and agents,  or their substitute or substitutes,  may lawfully do or cause to be
done by virtue hereof.

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

/s/ Daniel P. McCartney
---------------------------
Daniel P. McCartney              Chief Executive Officer     September 19, 2000
                                 and Chairman

/s/ Thomas A. Cook
---------------------------
Thomas A. Cook                   Director, President and     September 19, 2000
                                 Chief Operating Officer

/s/ W. Thacher Longstreth
---------------------------
W. Thacher Longstreth            Director                    September 19, 2000

/s/Barton D. Weisman
---------------------------
Barton D. Weisman                Director                    September 19, 2000

/s/ Robert L. Frome
---------------------------
Robert L. Frome                  Director                    September 19, 2000

/s/ John M. Briggs
---------------------------
John M. Briggs                   Director                    September 19, 2000

                                      -16-
/s/ Robert J. Moss
---------------------------
Robert J. Moss                   Director                    September 19, 2000

/s/ Joseph F. McCartney
---------------------------
Joseph F. McCartney              Director and Divisional     September 19, 2000
                                 Vice President

/s/ James L. DiStefano
---------------------------
James L. DiStefano               Chief Financial Officer     September 19, 2000
                                 and Treasurer

/s/ Richard W. Hudson
---------------------------
Richard W. Hudson                Vice President - Finance    September 19, 2000
                                 and Secretary (Principal
                                 Accounting Officer)

                                      -16-