Registration
                                                     Number 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                         FREEDOM SECURITIES CORPORATION
               (Exact name of issuer as specified in its charter)

      Delaware                                       04-3335712
(State of Incorporation)                   (IRS Employer Identification Number)

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

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


                             1996 Stock Option Plan

                          1998 Long-Term Incentive Plan
                            (Full title of the Plans)

                              James Westra, Esquire
                           Hutchins, Wheeler & Dittmar
                           A Professional Corporation
                               101 Federal Street
                           Boston, Massachusetts 02110
                                                  (617) 951-6600
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>

                                                         Proposed             Proposed
 Title of                                                 Maximum              Maximum
Securities                    Amount                     Offering             Aggregate                    Amount of
  to be                       to be                        Price               Offering                   Registration
Registered                 Registered(l)                 Per Share              Price                         Fee(2)
<S>                        <C>                           <C>                  <C>                         <C>                

Common Stock               4,347,203 shares              $13.96875            $60,725,995                 $17,915

</TABLE>

(1)      Also  registered  hereunder  are such  additional  number  of shares of
         Common Stock, presently indeterminable,  as may be necessary to satisfy
         the  antidilution  provisions  of the Plan to which  this  Registration
         Statement  relates.  2,173,842 shares  shall be registered pursuant 
         to the 1996 Stock Option Plan.   2,173,361 shall be registered 
         pursuant to the 1998 Long Term Incentive Plan.

(2)      The  registration  fee has been  calculated  with  respect to 4,347,203
         shares  registered on the basis of the average of the high and low sale
         prices on the New York Stock Exchange on September 25, 1998.


<PAGE>




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference

         The Company hereby  incorporates  by reference the documents  listed in
(a) through (c) below.  In addition,  all  documents  subsequently  filed by the
Company  pursuant  to  Section  13(a),  13(c),  14 and  15(d) of the  Securities
Exchange  Act of 1934  (prior  to  filing of a  post-effective  amendment  which
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold)  shall  be  deemed  to be  incorporated  by
reference in this Registration  Statement and to be a part thereof from the date
of filing of such documents.

         (a) The Company's  latest annual report filed pursuant to Section 13(a)
or 15(d) of the Securities  Exchange Act of 1934 or the latest  prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933,  which contains either
directly or by incorporation by reference,  audited financial statements for the
Company's latest fiscal year for which such statements have been filed.

         (b) All of the reports  filed by the Company  pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the annual report or the prospectus referred to in (a) above.

         (c) The description of the Company's Common Stock which is contained in
the  Registration  Statement filed by the Company under the Securities  Exchange
Act of 1934, including any amendment or report filed for the purpose of updating
such description.

Item 4.  Description of Securities

         Inapplicable.

Item 5.  Interests of Named Experts and Counsel

         The  validity of the  authorization  and  issuance of the Common  Stock
offered  hereby  will be passed  upon for the  Company  by  Hutchins,  Wheeler &
Dittmar, A Professional Corporation, Boston, Massachusetts.



                                      - 2 -

<PAGE>



Item 6.  Indemnification of Directors and Officers

         The Delaware  General  Corporate Law and the Company's  Certificate  of
Incorporation and By-Laws allow for  indemnification of the Company's  directors
and  officers  for  liabilities  and  expenses  that  they  may  incur  in  such
capacities.  In general,  directors and officers are indemnified with respect to
actions  taken in good faith in a manner  reasonably  believed  to be in, or not
opposed to, the best interests of the Company,  and with respect to any criminal
action or proceeding,  actions that the  indemnitee  has no reasonable  cause to
believe were unlawful.

         Article 10 of the Amended and Restated  By-Laws of the Company provides
as follows:

         Section 10.1 Third Party Actions.  The Corporation  shall indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the  Corporation)  by reason of the fact that he is or was a  Director,
officer,  employee  or agent of the  Corporation,  or is or was  serving  at the
request of the Corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint venture,  trust or other  enterprise,  against
expenses  (including  attorney's  fees),  judgments,  fines and amounts  paid in
settlement  actually  and  reasonably  incurred by him in  connection  with such
action,  suit or  proceeding  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  action or  proceeding,  had no
reasonable  cause to believe his conduct was unlawful.  The  termination  of any
action, suit or proceeding by judgment,  order, settlement,  conviction, or upon
plea of nolo  contendere  or its  equivalent,  shall not,  of  itself,  create a
presumption  that the person did not act in good faith and in a manner  which he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Corporation,  and,  with  respect  to any  criminal  action or  proceeding,  had
reasonable cause to believe that his conduct was unlawful.

         Section 10.2 Derivative  Actions.  The Corporation  shall indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
Corporation  to procure a judgment in its favor by reason of the fact that he is
or was a Director,  officer, employee or agent of the Corporation,  or is or was
serving at the request of the  Corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise against expenses (including  attorneys' fees) actually and reasonably
incurred by him in  connection  with the defense or settlement of such action or
suit 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 except  that no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall have been  adjudged  to be liable  for  negligence  or
misconduct in the performance of his duty to the Corporation  unless and only to
the extent  that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application  that,  despite the adjudication of
liability  but in view of all the  circumstances  of the  case,  such  person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

                                      - 3 -

<PAGE>



         Section 10.3 Expenses. To the extent that a Director, officer, employee
or agent of the  Corporation  has been  successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Sections 10.1 and 10.2,
or in defense of any claim,  issue or matter  therein,  he shall be  indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith.

         Section 10.4 Authorization. Any indemnification under Sections 10.1 and
10.2  (unless  ordered  by a  court)  shall be made by the  Corporation  only as
authorized in the specific case upon a determination that indemnification of the
Director,  officer,  employee or agent is proper in the circumstances because he
has met the applicable  standard of conduct set forth in Sections 10.1 and 10.2.
Such  determination  shall be made (a) by the Board of  Directors  by a majority
vote of a quorum  consisting  of Directors  who were not parties to such action,
suit or  proceeding,  or (b) if such a quorum  is not  obtainable,  or,  even if
obtainable a quorum of disinterested  Directors so directs, by independent legal
counsel in a written opinion, or (c) by the stockholders.

         Section  10.5  Advance  Payment of  Expenses.  Expenses  incurred by an
officer or Director in defending a civil or criminal action,  suit or proceeding
may be paid by the  Corporation  in  advance  of the final  disposition  of such
action,  suit or  proceeding  as  authorized  by the Board of  Directors  in the
specific case upon receipt of an  undertaking by or on behalf of such officer or
Director to repay such amount unless it shall  ultimately be determined  that he
is entitled to be indemnified  by the  Corporation as authorized in this Article
10. Such  expenses  incurred by other  employees  and agents may be so paid upon
such terms and conditions, if any, as the Board of Directors deems appropriate.

         Section 10.6  Non-Exclusiveness.  The indemnification  provided by this
Article  10 shall not be deemed  exclusive  of any other  rights to which  those
seeking  indemnification  may be entitled under any by-law,  agreement,  vote of
stockholders or disinterested  Directors or otherwise,  both as to action in his
official  capacity  and as to action in  another  capacity  while  holding  such
office,  and shall  continue  as to a person  who has  ceased to be a  Director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such a person.

         Section 10.7 Insurance.  The  Corporation  shall have power to purchase
and  maintain  insurance  on  behalf  of any  person  who is or was a  Director,
officer,  employee  or agent of the  Corporation,  or is or was  serving  at the
request of the Corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint venture, trust or other enterprise against any
liability  asserted  against him and  incurred by him in any such  capacity,  or
arising out of his status as such, whether or not the Corporation would have the
power to  indemnify  him against such  liability  under the  provisions  of this
Article 10.

         Section 10.8 Constituent Corporations. The Corporation shall have power
to indemnify any person who is or was a director,  officer, employee or agent of
a  constituent  corporation  absorbed  in a  consolidation  or merger  with this
Corporation or is or was serving at the request of

                                      - 4 -

<PAGE>



such  constituent  corporation  as a  director,  officer,  employee  or agent of
another corporation,  partnership,  joint venture, trust or other enterprise, in
the same manner as hereinabove provided for any person who is or was a Director,
officer,  employee  or agent of the  Corporation,  or is or was  serving  at the
request of the Corporation as a director,  officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise.

         Section 10.9 Additional  Indemnification.  In addition to the foregoing
provisions of this Article 10, the Corporation shall have the power, to the full
extent  provided by law, to indemnify any person for any act or omission of such
person against all loss, cost, damage and expense (including attorney's fees) if
such person is determined  (in the manner  prescribed in Section 10.4 hereof) to
have acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interest of the Corporation.

         Item 7.  Exemption from Registration Claimed

         Not applicable.

         Item 8.  Exhibits

         Number     Description

             4.1    1996 Stock Option Plan (Plan filed as Exhibit 10.9 to 
                    Registration Statement on Form S-1 
                    [Registration No. 333-44931]).

             4.2    1998 Long-Term Incentive Plan (Plan filed as Exhibit 10.26 
                    to Amendment No. 1 to Registration Statement on Form S-1 
                    [Registration No. 333-44931])

             5      Opinion of Hutchins, Wheeler & Dittmar, A Professional 
                    Corporation, as to legality of shares being registered and 
                    consent of Hutchins, Wheeler & Dittmar, A Professional 
                    Corporation (filed herewith).

             23     Consents of Independent Public Accountants - included in 
                    Registration Statement under heading "Consent of 
                    Independent Public Accountants."

        Item 9.  Undertakings

        The undersigned Registrant hereby undertakes the following:

        (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:

                                      - 5 -

<PAGE>



               (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 this Registration Statement 
                     (or the most recent post-effective amendment thereof) 
                     which, individually or in the aggregate, represent a 
                     fundamental change in the information set forth in this 
                     Registration Statement.  Notwithstanding the foregoing,
                     any increase or decrease in volume of securities offered 
                     (if the total dollar value of securities offered would not 
                     exceed that which was registered) and any deviation from 
                     the low or high end of the estimated maximum offering 
                     range may be reflected in the form of prospectus filed 
                     with the Commission pursuant to Rule 424(b) if, in
                     the aggregate, the changes in volume and price represent 
                     no more than 20 percent change in the maximum aggregate 
                     offering price set forth in the "Calculation of 
                     Registration Fee" table in the effective registration 
                     statement;

              (iii)  To  include  any  material   information  with
                     respect  to  the  plan  of  distribution   not
                     previously   disclosed  in  this  Registration
                     Statement  or  any  material  change  to  such
                     information in this Registration Statement.

Provided,  however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in this Registration Statement.

                (2) That, for the purpose 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.

                (3) To remove  from  registration  by means of a  post-effective
amendment  any of the  securities  being  registered  which 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 Section 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.

                                      - 6 -

<PAGE>



        (c) The  undersigned  Registrant  hereby  undertakes,  that,  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 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.


                                      - 7 -

<PAGE>



                                   SIGNATURES

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Wilmington, Massachusetts on September 29, 1998.

                                            FREEDOM SECURITIES CORPORATION


                                            By /s/John H. Goldsmith
                                              John H. Goldsmith
                                              Chief Executive Officer

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

Signature                                          Title                                      Date
<S>                                                <C>                                        <C>       

/s/John H. Goldsmith                               Director, Chairman                         September 29, 1998
John H. Goldsmith                                  and Chief Executive Officer
                                                   (principal executive officer)


/s/William C. Dennis, Jr.                          Chief Financial Officer                    September 29, 1998
William C. Dennis, Jr.                             (principal financial and
                                                   accounting officer)

/s/David V. Harkins                                Director                                   September 29, 1998
David V. Harkins

/s/C. Hunter Boll                                  Director                                   September 29, 1998
C. Hunter Boll

/s/Thomas M. Hagerty                               Director                                   September 29, 1998
Thomas M. Hagerty

/s/Seth W. Lawry                                   Director                                   September 29, 1998
Seth W. Lawry

/s/Winston J. Churchill                            Director                                   September 29, 1998
Winston J. Churchill

/s/John F. Luikart                                 Director                                   September 29, 1998
John F. Luikart

/s/Robert H. Yevich                                Director                                   September 29, 1998
Robert H. Yevich



                                       S-1

<PAGE>



/s/Gregory N. Thomas                               Director                                   September 29, 1998
Gregory N. Thomas


/s/David P. Prokupek                               Director                                   September 29, 1998
David P. Prokupek


/s/Hugh R. Harris                                  Director                                   September 29, 1998
Hugh R. Harris
</TABLE>



                                       S-2

<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549







                                    EXHIBITS

                                       to

                                    FORM S-8






                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933









                         FREEDOM SECURITIES CORPORATION
             (Exact name of registrant as specified in its charter)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23336}]
{"company-data": {"conformed-name": "FREEDOM SECURITIES CORP /DE/", "cik": "0001029267", "assigned-sic": "6211", "irs-number": "043335712", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64779", "film-number": "98718274"}, "business-address": {"street1": "ONE BEACON STREET", "street2": "617-227-1050", "city": "BOSTON", "state": "MA", "zip": "02108"}, "mail-address": {"street1": "ONE BEACON STREET", "city": "BOSTON", "state": "MA", "zip": "02108"}, "former-company": {"former-conformed-name": "JHFSC ACQUISITION CORP", "date-changed": "19980123"}}
Registration
                                                     Number 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                         FREEDOM SECURITIES CORPORATION
               (Exact name of issuer as specified in its charter)

      Delaware                                       04-3335712
(State of Incorporation)                   (IRS Employer Identification Number)

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

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

                             1996 Stock Option Plan

                          1998 Long-Term Incentive Plan
                            (Full title of the Plans)

                              James Westra, Esquire
                           Hutchins, Wheeler & Dittmar
                           A Professional Corporation
                               101 Federal Street
                           Boston, Massachusetts 02110
                                                  (617) 951-6600
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE

                                                         Proposed             Proposed
 Title of                                                 Maximum              Maximum
Securities                    Amount                     Offering             Aggregate                    Amount of
  to be                       to be                        Price               Offering                   Registration
Registered                 Registered(l)                 Per Share              Price                         Fee(2)
Common Stock               4,347,203 shares              $13.96875            $60,725,995                 $17,915
(1)      Also  registered  hereunder  are such  additional  number  of shares of
         Common Stock, presently indeterminable,  as may be necessary to satisfy
         the  antidilution  provisions  of the Plan to which  this  Registration
         Statement  relates.  2,173,842 shares  shall be registered pursuant 
         to the 1996 Stock Option Plan.   2,173,361 shall be registered 
         pursuant to the 1998 Long Term Incentive Plan.

(2)      The  registration  fee has been  calculated  with  respect to 4,347,203
         shares  registered on the basis of the average of the high and low sale
         prices on the New York Stock Exchange on September 25, 1998.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The Company hereby  incorporates  by reference the documents  listed in
(a) through (c) below.  In addition,  all  documents  subsequently  filed by the
Company  pursuant  to  Section  13(a),  13(c),  14 and  15(d) of the  Securities
Exchange  Act of 1934  (prior  to  filing of a  post-effective  amendment  which
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold)  shall  be  deemed  to be  incorporated  by
reference in this Registration  Statement and to be a part thereof from the date
of filing of such documents.

         (a) The Company's  latest annual report filed pursuant to Section 13(a)
or 15(d) of the Securities  Exchange Act of 1934 or the latest  prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933,  which contains either
directly or by incorporation by reference,  audited financial statements for the
Company's latest fiscal year for which such statements have been filed.

         (b) All of the reports  filed by the Company  pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the annual report or the prospectus referred to in (a) above.

         (c) The description of the Company's Common Stock which is contained in
the  Registration  Statement filed by the Company under the Securities  Exchange
Act of 1934, including any amendment or report filed for the purpose of updating
such description.

Item 4.  Description of Securities

         Inapplicable.

Item 5.  Interests of Named Experts and Counsel

         The  validity of the  authorization  and  issuance of the Common  Stock
offered  hereby  will be passed  upon for the  Company  by  Hutchins,  Wheeler &
Dittmar, A Professional Corporation, Boston, Massachusetts.

                                      - 2 -
Item 6.  Indemnification of Directors and Officers

         The Delaware  General  Corporate Law and the Company's  Certificate  of
Incorporation and By-Laws allow for  indemnification of the Company's  directors
and  officers  for  liabilities  and  expenses  that  they  may  incur  in  such
capacities.  In general,  directors and officers are indemnified with respect to
actions  taken in good faith in a manner  reasonably  believed  to be in, or not
opposed to, the best interests of the Company,  and with respect to any criminal
action or proceeding,  actions that the  indemnitee  has no reasonable  cause to
believe were unlawful.

         Article 10 of the Amended and Restated  By-Laws of the Company provides
as follows:

         Section 10.1 Third Party Actions.  The Corporation  shall indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the  Corporation)  by reason of the fact that he is or was a  Director,
officer,  employee  or agent of the  Corporation,  or is or was  serving  at the
request of the Corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint venture,  trust or other  enterprise,  against
expenses  (including  attorney's  fees),  judgments,  fines and amounts  paid in
settlement  actually  and  reasonably  incurred by him in  connection  with such
action,  suit or  proceeding  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  action or  proceeding,  had no
reasonable  cause to believe his conduct was unlawful.  The  termination  of any
action, suit or proceeding by judgment,  order, settlement,  conviction, or upon
plea of nolo  contendere  or its  equivalent,  shall not,  of  itself,  create a
presumption  that the person did not act in good faith and in a manner  which he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Corporation,  and,  with  respect  to any  criminal  action or  proceeding,  had
reasonable cause to believe that his conduct was unlawful.

         Section 10.2 Derivative  Actions.  The Corporation  shall indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
Corporation  to procure a judgment in its favor by reason of the fact that he is
or was a Director,  officer, employee or agent of the Corporation,  or is or was
serving at the request of the  Corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise against expenses (including  attorneys' fees) actually and reasonably
incurred by him in  connection  with the defense or settlement of such action or
suit 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 except  that no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall have been  adjudged  to be liable  for  negligence  or
misconduct in the performance of his duty to the Corporation  unless and only to
the extent  that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application  that,  despite the adjudication of
liability  but in view of all the  circumstances  of the  case,  such  person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

                                      - 3 -
Section 10.3 Expenses. To the extent that a Director, officer, employee
or agent of the  Corporation  has been  successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Sections 10.1 and 10.2,
or in defense of any claim,  issue or matter  therein,  he shall be  indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith.

         Section 10.4 Authorization. Any indemnification under Sections 10.1 and
10.2  (unless  ordered  by a  court)  shall be made by the  Corporation  only as
authorized in the specific case upon a determination that indemnification of the
Director,  officer,  employee or agent is proper in the circumstances because he
has met the applicable  standard of conduct set forth in Sections 10.1 and 10.2.
Such  determination  shall be made (a) by the Board of  Directors  by a majority
vote of a quorum  consisting  of Directors  who were not parties to such action,
suit or  proceeding,  or (b) if such a quorum  is not  obtainable,  or,  even if
obtainable a quorum of disinterested  Directors so directs, by independent legal
counsel in a written opinion, or (c) by the stockholders.

         Section  10.5  Advance  Payment of  Expenses.  Expenses  incurred by an
officer or Director in defending a civil or criminal action,  suit or proceeding
may be paid by the  Corporation  in  advance  of the final  disposition  of such
action,  suit or  proceeding  as  authorized  by the Board of  Directors  in the
specific case upon receipt of an  undertaking by or on behalf of such officer or
Director to repay such amount unless it shall  ultimately be determined  that he
is entitled to be indemnified  by the  Corporation as authorized in this Article
10. Such  expenses  incurred by other  employees  and agents may be so paid upon
such terms and conditions, if any, as the Board of Directors deems appropriate.

         Section 10.6  Non-Exclusiveness.  The indemnification  provided by this
Article  10 shall not be deemed  exclusive  of any other  rights to which  those
seeking  indemnification  may be entitled under any by-law,  agreement,  vote of
stockholders or disinterested  Directors or otherwise,  both as to action in his
official  capacity  and as to action in  another  capacity  while  holding  such
office,  and shall  continue  as to a person  who has  ceased to be a  Director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such a person.

         Section 10.7 Insurance.  The  Corporation  shall have power to purchase
and  maintain  insurance  on  behalf  of any  person  who is or was a  Director,
officer,  employee  or agent of the  Corporation,  or is or was  serving  at the
request of the Corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint venture, trust or other enterprise against any
liability  asserted  against him and  incurred by him in any such  capacity,  or
arising out of his status as such, whether or not the Corporation would have the
power to  indemnify  him against such  liability  under the  provisions  of this
Article 10.

         Section 10.8 Constituent Corporations. The Corporation shall have power
to indemnify any person who is or was a director,  officer, employee or agent of
a  constituent  corporation  absorbed  in a  consolidation  or merger  with this
Corporation or is or was serving at the request of

                                      - 4 -
such  constituent  corporation  as a  director,  officer,  employee  or agent of
another corporation,  partnership,  joint venture, trust or other enterprise, in
the same manner as hereinabove provided for any person who is or was a Director,
officer,  employee  or agent of the  Corporation,  or is or was  serving  at the
request of the Corporation as a director,  officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise.

         Section 10.9 Additional  Indemnification.  In addition to the foregoing
provisions of this Article 10, the Corporation shall have the power, to the full
extent  provided by law, to indemnify any person for any act or omission of such
person against all loss, cost, damage and expense (including attorney's fees) if
such person is determined  (in the manner  prescribed in Section 10.4 hereof) to
have acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interest of the Corporation.

         Item 7.  Exemption from Registration Claimed

         Not applicable.

         Item 8.  Exhibits

         Number     Description

             4.1    1996 Stock Option Plan (Plan filed as Exhibit 10.9 to 
                    Registration Statement on Form S-1 
                    [Registration No. 333-44931]).

             4.2    1998 Long-Term Incentive Plan (Plan filed as Exhibit 10.26 
                    to Amendment No. 1 to Registration Statement on Form S-1 
                    [Registration No. 333-44931])

             5      Opinion of Hutchins, Wheeler & Dittmar, A Professional 
                    Corporation, as to legality of shares being registered and 
                    consent of Hutchins, Wheeler & Dittmar, A Professional 
                    Corporation (filed herewith).

             23     Consents of Independent Public Accountants - included in 
                    Registration Statement under heading "Consent of 
                    Independent Public Accountants."

        Item 9.  Undertakings

        The undersigned Registrant hereby undertakes the following:

        (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:

                                      - 5 -
(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 this Registration Statement 
                     (or the most recent post-effective amendment thereof) 
                     which, individually or in the aggregate, represent a 
                     fundamental change in the information set forth in this 
                     Registration Statement.  Notwithstanding the foregoing,
                     any increase or decrease in volume of securities offered 
                     (if the total dollar value of securities offered would not 
                     exceed that which was registered) and any deviation from 
                     the low or high end of the estimated maximum offering 
                     range may be reflected in the form of prospectus filed 
                     with the Commission pursuant to Rule 424(b) if, in
                     the aggregate, the changes in volume and price represent 
                     no more than 20 percent change in the maximum aggregate 
                     offering price set forth in the "Calculation of 
                     Registration Fee" table in the effective registration 
                     statement;

              (iii)  To  include  any  material   information  with
                     respect  to  the  plan  of  distribution   not
                     previously   disclosed  in  this  Registration
                     Statement  or  any  material  change  to  such
                     information in this Registration Statement.

Provided,  however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in this Registration Statement.

                (2) That, for the purpose 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.

                (3) To remove  from  registration  by means of a  post-effective
amendment  any of the  securities  being  registered  which 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 Section 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.

                                      - 6 -
(c) The  undersigned  Registrant  hereby  undertakes,  that,  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 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.

                                      - 7 -
SIGNATURES

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Wilmington, Massachusetts on September 29, 1998.

                                            FREEDOM SECURITIES CORPORATION

                                            By /s/John H. Goldsmith
                                              John H. Goldsmith
                                              Chief Executive Officer

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

Signature                                          Title                                      Date
/s/John H. Goldsmith                               Director, Chairman                         September 29, 1998
John H. Goldsmith                                  and Chief Executive Officer
                                                   (principal executive officer)

/s/William C. Dennis, Jr.                          Chief Financial Officer                    September 29, 1998
William C. Dennis, Jr.                             (principal financial and
                                                   accounting officer)

/s/David V. Harkins                                Director                                   September 29, 1998
David V. Harkins

/s/C. Hunter Boll                                  Director                                   September 29, 1998
C. Hunter Boll

/s/Thomas M. Hagerty                               Director                                   September 29, 1998
Thomas M. Hagerty

/s/Seth W. Lawry                                   Director                                   September 29, 1998
Seth W. Lawry

/s/Winston J. Churchill                            Director                                   September 29, 1998
Winston J. Churchill

/s/John F. Luikart                                 Director                                   September 29, 1998
John F. Luikart

/s/Robert H. Yevich                                Director                                   September 29, 1998
Robert H. Yevich

                                       S-1
/s/Gregory N. Thomas                               Director                                   September 29, 1998
Gregory N. Thomas

/s/David P. Prokupek                               Director                                   September 29, 1998
David P. Prokupek

/s/Hugh R. Harris                                  Director                                   September 29, 1998
Hugh R. Harris
S-2
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    EXHIBITS

                                       to

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

                         FREEDOM SECURITIES CORPORATION
             (Exact name of registrant as specified in its charter)