As filed with the Securities and Exchange Commission on May 18, 1995

                                Registration No.

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

             -----------------------------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
             -----------------------------------------------------

                            COMPUTER HORIZONS CORP.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            New York                                        13-2638902
- ---------------------------------                       -------------------
  (State or other jurisdiction                           (I.R.S. Employer
of incorporation or organization)                       Identification No.)

      49 Old Bloomfield Avenue
     Mountain Lakes, New Jersey                                07046
- ----------------------------------------                ------------------
(Address of Principal Executive Offices)                    (Zip Code)

                            COMPUTER HORIZONS CORP.
               1994 INCENTIVE STOCK OPTION AND APPRECIATION PLAN
               -------------------------------------------------
                            (Full title of the plan)

                              Mr. John J. Cassese
                            Computer Horizons Corp.
                            49 Old Bloomfield Avenue
                        Mountain Lakes, New Jersey 07046
      -------------------------------------------------------------------
                    (Name and address of agent for service)

                                 (201) 402-7400
      -------------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                                   Copies to:

                            Robert A. Cantone, Esq.
                     Proskauer Rose Goetz & Mendelsohn LLP
                                 1585 Broadway
                            New York, New York 10036
                                 (212) 969-3000
<PAGE>
                                              CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
       Title of securities            Amount to be          Proposed maximum           Proposed maximum              Amount of
        to be registered             registered (1)   offering price per share (2)  aggregate offering price (2)  registration fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                      <C>                      <C>                         <C>       
Common Stock, par value $.10            3,375,000                $12.29                   $41,478,750                 $14,303.02
====================================================================================================================================
</TABLE>
(1)  Represents  the  maximum of  3,375,000  shares of Common  Stock that may be
     acquired under the 1994 Incentive  Stock Option and  Appreciation  Plan, as
     adjusted  to reflect the  three-for-two  Common  Stock split  effected as a
     dividend to be paid on May 30, 1995 to holders of record on May 9, 1995. In
     addition,  pursuant to Rule 416(c)  under the  Securities  Act of 1933,  as
     amended (the "Securities Act"), this Registration  Statement also covers an
     indeterminate  number  of  shares of  Common  Stock to be  offered  or sold
     pursuant to the employee benefit plan described herein.

(2)  Estimated  solely for  purposes of  calculating  the  registration  fee and
     computed in accordance with Securities Act Rule 457(c) using the average of
     the high and low prices of the Common Stock reported on the National Market
     System of the National  Association of Securities  Dealers,  Inc. Automated
     Quotation  System on May 17 1995, as adjusted to reflect the  three-for-two
     Common  Stock  split  effected  as a dividend to be paid on May 30, 1995 to
     holders of record on May 9, 1995.
<PAGE>
                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

         The  Section  10(a)  prospectus  for  Computer  Horizons  Corp.'s  1994
Incentive  Stock  Option  and  Appreciation  Plan is not  being  filed  with the
Securities and Exchange Commission as part of this Registration Statement.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The documents listed below are hereby incorporated to this Registration
Statement:

         1. Registrant's  Annual Report on Form 10-K for the year ended December
31, 1994;

         2  Registrant's  Quarterly  Report on Form 10-Q for the  quarter  ended
March 30, 1995;

         3. The  description of the Company's  Common Stock,  par value $.10 per
share (the "Common Stock"), contained in the Company's Registration Statement on
Form 8-A, as amended, dated July 5, 1973; and

         4. The  description  of the  Company's  Common Share  Purchase  Rights,
contained in the Company's  Registration Statement on Form 8-A dated October 27,
1989, as amended by Amendment No.1 on Form 8 dated February 13, 1990.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"),  prior to the filing of a  post-effective  amendment which indicates that
all shares of Common Stock  offered  hereby have been sold or which  deregisters
all shares of Common Stock offered hereby then remaining  unsold,  are deemed to
be  incorporated  herein by  reference  and to be a part hereof from the date of
filing of such documents.


ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.
<PAGE>
ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         The   Company's   Certificate   of   Incorporation,   as  amended  (the
"Certificate of Incorporation")  provides, as permitted by Section 402(b) of the
New  York  Business  Corporation  Law  (the  "BCL")  that no  director  shall be
personally  liable to the Company or any  shareholder for damages for any breach
of duty as a director,  provided that the Certificate of Incorporation  does not
eliminate  or limit the  liability  of any director if a judgment or other final
adjudication  adverse to him establishes  that (i) his acts or omissions were in
bad faith or involved intentional misconduct or a knowing violation of law, (ii)
he personally  gained in fact a financial  profit or other advantage to which he
was not legally entitled or (iii) his acts violated Section 719 of the BCL.

         The  Certificate of  Incorporation  also provides,  in accordance  with
Section  722 of the  BCL,  that  each  person  who was or is made a party  or is
threatened  to be  made a  party  to or is  involved  in  any  action,  suit  or
proceeding,   whether   civil,   criminal,   administrative   or   investigative
(hereinafter a "proceeding"), by reason of the fact that he, or a person of whom
he is the legal  representative,  (1) is or was a  director  or  officer  of the
Company or (2) is or was  serving at the  request of the  Company as a director,
officer,  employee or agent of another  corporation or of a  partnership,  joint
venture,  trust or other enterprise,  including service with respect to employee
benefit  plans  (whether the basis of such  proceeding  is alleged  action in an
official  capacity  as a  director,  officer,  employee or agent or in any other
capacity  while  serving as a director,  officer,  employee or agent),  shall be
indemnified and held harmless by the Company to the fullest extent authorized or
permitted  by  applicable  law, as the same exists or may  hereafter  be amended
(but, in the case of any such amendment,  only to the extent that such amendment
permits  the  Company to provide  broader  indemnification  rights than said law
permitted the Company to provide prior to such amendment),  against all expense,
liability and loss (including attorneys' fees,  judgements,  fines, ERISA excise
taxes or penalties  and amounts paid or to be paid in  settlement)  actually and
reasonably incurred or suffered by such person in connection  therewith and such
indemnification  shall  continue as to a person who has ceased to be a director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of his  heirs,
executors  and  administrators,  provided,  however,  that,  except for  actions
brought to enforce such indemnification  rights, the Company shall indemnify any
such person  seeking  indemnification  in connection  with a proceeding (or part
thereof)  initiated by such person only if such proceeding (or part thereof) was
authorized   by  the  Board  of  Directors   of  the   Company.   The  right  to
indemnification  conferred in the  Certificate  of  Incorporation  is a contract
right and includes the rights to be paid by the Company the expenses incurred in
defending  any such  proceeding in advance of its final  disposition,  provided,
however,  that, if the BCL requires,  the payment of such expenses incurred by a
director or officer in his  capacity  as such (and not in any other  capacity in
which  service was or is  rendered  by such person  while a director or officer,
including, without limitation, service with respect to an employee benefit plan)
in advance of the final  disposition  of a  proceeding,  shall be made only upon
delivery to the Company of an  undertaking  by or on behalf of such  director or
officer to repay all  amounts so  advanced  as to which it shall  ultimately  be
determined that such director or officer is not entitled to be indemnified.

         The Certificate of Incorporation  further provides,  in accordance with
the BCL, that the  indemnification  rights provided therein are not exclusive of
any other rights that any person may have, and that the Company may,  subject to
certain  restrictions  imposed by the BCL, maintain  insurance to protect itself
and its officers and directors against expenses, liabilities and losses, whether
or not the Company  would be  permitted to  indemnify  such person  against such
expenses, liabilities and losses under the BCL.

         The  Company  currently  has  a  $5,000,000  directors'  and  officers'
liability insurance policy.
<PAGE>
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.


ITEM 8.  EXHIBITS.

         The  following  instruments  and  documents are included as exhibits to
this Registration Statement.

<TABLE>
<CAPTION>
   Exhibit
   Number                              Description                                      Incorporated by Reference to:
- -------------    --------------------------------------------------------    ---------------------------------------------------
<S>               <C>                                                         <C>
    3.1           Certificate of Incorporation of the Company as              Exhibit 3(a) to the Company's Registration
                  amended through 1971.                                       Statement on Form S-1, File No. 2-42259.
    3.2           Certificate of Amendment dated May 16, 1983                 Exhibit 3(a-2) to the Company's Annual
                  to Certificate of Incorporation of the                      Report on Form 10-K for the year ended
                  Company.                                                    February 28, 1983.
    3.3           Certificate of Amendment dated June 15, 1988                Exhibit 3(a-3) to the Company's Annual
                  to Certificate of Incorporation of the                      Report on Form 10-K for the year ended
                  Company.                                                    December 31, 1988.
    3.4           Certificate of Amendment dated July 6, 1989                 Exhibit 3(a-4) to the Company's Annual
                  to Certificate of Incorporation of the                      Report Form 10-K for the year ended
                  Company.                                                    December 31, 1994.
    3.5           Certificate of Amendment dated February 14,                 Exhibit 3(a-4) to the Company's Annual
                  1990 to Certificate of Incorporation of the                 Report on Form 10-K for the year ended
                  Company.                                                    December 31, 1989.
    3.6           Certificate of Amendment dated May 1, 1991                  Exhibit 3(a-6) to the Company's Annual
                  to the Certificate of Incorporation of the                  Report on Form 10-K for the year ended
                  Company.                                                    December 31, 1994.
    3.7           Certificate of Amendment dated July 12, 1994                Exhibit 3(a-7) to the Company's Annual
                  to the Certificate of Incorporation of the                  Report on Form 10-K for the year ended
                  Company.                                                    December 31, 1994.
    3.8           Bylaws of the Company, as amended.                          Exhibit 3(b) to the Company's Annual
                                                                              Report on Form 10-K for the year ended
                                                                              December 31, 1988.
    4.1           Rights Agreement dated as of July 6, 1989                   Exhibit 1 to the Company's Registration
                  between the Company and Chemical Bank, as                   Statement on Form 8-A dated July 7,
                  Rights Agent ("Rights Agreement") which                     1989.
                  includes the form of Rights Certificate as
                  Exhibit B.
    4.2           Amendment No. 1 dated as of February 13,                    Exhibit 1 to the Company's Amendment
                  1990 to Rights Agreement.                                   No. 1 on Form 8 dated February 13, 1990
                                                                              to the Company's Registration Statement
                                                                              on Form 8-A.
<PAGE>
<CAPTION>
   Exhibit
   Number                              Description                                      Incorporated by Reference to:
- -------------    --------------------------------------------------------    ---------------------------------------------------
<S>               <C>                                                         <C>
    4.3           Amendment No. 2 dated as of August 10,                      Exhibit 4(c) to the Company's Annual
                  1994 to Rights Agreement.                                   Report on Form 10-K for the year ended
                                                                              December 31, 1994.
     5            Opinion of Proskauer Rose Goetz &
                  Mendelsohn LLP.
    23.1          Consent of Proskauer Rose Goetz &
                  Mendelsohn LLP. (included in their opinion
                  filed as Exhibit 5).
    23.2          Consent of Grant Thornton LLP.
     24           Power of Attorney (included on the Signature
                  Pages to this Registration Statement).
</TABLE>
ITEM 9.  UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

         1. To file,  during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

              (i) to include any prospectus required by Section 10(a)(3)  of the
     Securities Act;

              (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  1(i) and  1(ii) do not  apply if the
     registration  statement  is on Form S-3 or Form  S-8,  and 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 Exchange Act that are  incorporated  by
     reference in the registration statement.

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

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

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

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

         Pursuant to the  requirements  of the  Securities  Act, the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Mountain Lakes, State of New Jersey, on May 17, 1995.

                                                 COMPUTER HORIZONS CORP.


                                         By: /s/ JOHN J. CASSESE
                                            ------------------------------------
                                             John J. Cassese
                                             Chairman of the Board and President

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  hereby  constitutes  and  appoints  John J. Cassese and Bernhard
Hubert,  and  either  of  them,  his   attorney-in-fact,   with  full  power  of
substitution,  for him in all capacities,  to execute any amendments  (including
post-effective  amendments) to this Registration Statement and to file the same,
with  exhibits  thereto and other  documents in connection  therewith,  with the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
said attorneys-in-fact, or either of them, or their substitutes, may do or cause
to be done by virtue hereof.

         Pursuant to the  requirements of the Securities Act, this  registration
statement has been signed by the following  persons in the capacities  indicated
on May 17, 1995.


/s/ JOHN J. CASSESE
- --------------------------               Chairman of the Board and President
    John J. Cassese                      (Principal Executive Officer)

/s/ BERNHARD HUBERT
- --------------------------
    Bernhad Hubert                       Executive Vice President and
                                         Chief Financial Officer
                                         (Principal Financial Officer)

/s/ MICHAEL SHEA
- --------------------------
    Michael Shea                         Chief Accounting Officer and Controller
                                         (Principal Accounting Officer)

/s/ THOMAS J. BERRY
- --------------------------
    Thomas J. Berry                      Director


/s/ WILFRED R. PLUGGE
- --------------------------
    Wilfred R. Plugge                    Director
<PAGE>
                                                     INDEX TO EXHIBITS
<TABLE>
<CAPTION>
   Exhibit
   Number                              Description                                      Incorporated by Reference to:
- -------------    --------------------------------------------------------    ---------------------------------------------------
<S>              <C>                                                         <C>
   3.1           Certificate of Incorporation of the Company as              Exhibit 3(a) to the Company's Registration
                  amended through 1971.                                       Statement on Form S-1, File No. 2-42259.
    3.2           Certificate of Amendment dated May 16, 1983                 Exhibit 3(a-2) to the Company's Annual
                  to Certificate of Incorporation of the                      Report on Form 10-K for the year ended
                  Company.                                                    February 28, 1983.
    3.3           Certificate of Amendment dated June 15, 1988                Exhibit 3(a-3) to the Company's Annual
                  to Certificate of Incorporation of the                      Report on Form 10-K for the year ended
                  Company.                                                    December 31, 1988.
    3.4           Certificate of Amendment dated July 6, 1989                 Exhibit 3(a-4) to the Company's Annual
                  to Certificate of Incorporation of the                      Report Form 10-K for the year ended
                  Company.                                                    December 31, 1994.
    3.5           Certificate of Amendment dated February 14,                 Exhibit 3(a-4) to the Company's Annual
                  1990 to Certificate of Incorporation of the                 Report on Form 10-K for the year ended
                  Company.                                                    December 31, 1989.
    3.6           Certificate of Amendment dated May 1, 1991                  Exhibit 3(a-6) to the Company's Annual
                  to the Certificate of Incorporation of the                  Report on Form 10-K for the year ended
                  Company.                                                    December 31, 1994.
    3.7           Certificate of Amendment dated July 12, 1994                Exhibit 3(a-7) to the Company's Annual
                  to the Certificate of Incorporation of the                  Report on Form 10-K for the year ended
                  Company.                                                    December 31, 1994.
    3.8           Bylaws of the Company, as amended.                          Exhibit 3(b) to the Company's Annual
                                                                              Report on Form 10-K for the year ended
                                                                              December 31, 1988.
    4.1           Rights Agreement dated as of July 6, 1989                   Exhibit 1 to the Company's Registration
                  between the Company and Chemical Bank, as                   Statement on Form 8-A dated July 7,
                  Rights Agent ("Rights Agreement") which                     1989.
                  includes the form of Rights Certificate as
                  Exhibit B.
    4.2           Amendment No. 1 dated as of February 13,                    Exhibit 1 to the Company's Amendment
                  1990 to Rights Agreement.                                   No. 1 on Form 8 dated February 13, 1990
                                                                              to the Company's Registration Statement
                                                                              on Form 8-A.
    4.3           Amendment No. 2 dated as of August 10,                      Exhibit 4(c) to the Company's Annual
                  1994 to Rights Agreement.                                   Report on Form 10-K for the year ended
                                                                              December 31, 1994.
     5            Opinion of Proskauer Rose Goetz &
                  Mendelsohn LLP.
<PAGE>
<CAPTION>
   Exhibit
   Number                              Description                                      Incorporated by Reference to:
- -------------    --------------------------------------------------------    ---------------------------------------------------
<S>              <C>                                                         <C>
    23.1          Consent of Proskauer Rose Goetz &
                  Mendelsohn LLP. (included in their opinion
                  filed as Exhibit 5).
    23.2          Consent of Grant Thornton LLP.
     24           Power of Attorney (included on the Signature
                  Pages to this Registration Statement).
</TABLE>
<PAGE>
                     PROSKAUER ROSE GOETZ & MENDELSOHN LLP
                                 1585 BROADWAY
                            NEW YORK, NEW YORK 10036


                                                                    May 17, 1995


Computer Horizons Corp.
49 Old Bloomfield Avenue
Mountain Lakes, New Jersey  07046

         Re:  Computer Horizons Corp. (the "Company")

Ladies and Gentlemen:

         You have  requested  our opinion in  connection  with the  registration
statement on Form S-8 (the "Registration Statement") being filed by you with the
Securities  and Exchange  Commission  for the purpose of  registering  under the
Securities Act of 1933, as amended (the "Act"), an aggregate of 3,375,000 shares
of your common  stock,  par value $.10 per share (the  "Shares"),  to be offered
pursuant to the Company's 1994 Incentive Stock Option and Appreciation Plan (the
"Plan").

         On the basis of such investigation as we have deemed necessary,  we are
of the opinion that the Shares will be, when issued upon due exercise of options
granted  under the Plan in  accordance  with the  provisions  of the Plan and in
accordance  with stock option  agreements  entered into in  accordance  with the
provisions of the Plan (including  payment of the option exercise price provided
for therein), legally issued, fully paid and non-assessable.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration  Statement.  In giving this consent, we do not hereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act or the rules and  regulations of the Securities and Exchange  Commission
thereunder.

                                           Very truly yours,

                                           PROSKAUER ROSE GOETZ & MENDELSOHN LLP
<PAGE>
              Consent of Independent Certified Public Accountants


         We have issued our report  dated  January 31,  1995,  accompanying  the
consolidated  financial  statements of Computer  Horizons Corp.  (the "Company")
appearing in the 1994 Annual Report of the Company to its  shareholders  and the
accompanying  schedule  included in the Annual  Report on Form 10-K for the year
ended December 31, 1994, which is incorporated by reference in this Registration
Statement.  We consent to the  incorporation  by reference  in the  Registration
Statement of the aforementioned report.



                                                          GRANT THORNTON LLP


Parsippany, New Jersey
May 12, 1995
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 29865}]
{"company-data": {"conformed-name": "COMPUTER HORIZONS CORP", "cik": "0000023019", "assigned-sic": "7371", "irs-number": "132638902", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-59437", "film-number": "95540883"}, "business-address": {"street1": "49 OLD BLOOMFIELD AVENUE", "city": "MOUNTAIN LAKES", "state": "NJ", "zip": "07046-1495", "phone": "2014027400"}, "mail-address": {"street1": "49 0LD BLOOMFIELD AVE", "city": "MOUNTAIN LAKES", "state": "NJ", "zip": "07046-1495"}}
As filed with the Securities and Exchange Commission on May 18, 1995

                                Registration No.

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

             -----------------------------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
             -----------------------------------------------------

                            COMPUTER HORIZONS CORP.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            New York                                        13-2638902
- ---------------------------------                       -------------------
  (State or other jurisdiction                           (I.R.S. Employer
of incorporation or organization)                       Identification No.)

      49 Old Bloomfield Avenue
     Mountain Lakes, New Jersey                                07046
- ----------------------------------------                ------------------
(Address of Principal Executive Offices)                    (Zip Code)

                            COMPUTER HORIZONS CORP.
               1994 INCENTIVE STOCK OPTION AND APPRECIATION PLAN
               -------------------------------------------------
                            (Full title of the plan)

                              Mr. John J. Cassese
                            Computer Horizons Corp.
                            49 Old Bloomfield Avenue
                        Mountain Lakes, New Jersey 07046
      -------------------------------------------------------------------
                    (Name and address of agent for service)

                                 (201) 402-7400
      -------------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                                   Copies to:

                            Robert A. Cantone, Esq.
                     Proskauer Rose Goetz & Mendelsohn LLP
                                 1585 Broadway
                            New York, New York 10036
                                 (212) 969-3000
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
       Title of securities            Amount to be          Proposed maximum           Proposed maximum              Amount of
        to be registered             registered (1)   offering price per share (2)  aggregate offering price (2)  registration fee
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.10            3,375,000                $12.29                   $41,478,750                 $14,303.02
====================================================================================================================================
(1)  Represents  the  maximum of  3,375,000  shares of Common  Stock that may be
     acquired under the 1994 Incentive  Stock Option and  Appreciation  Plan, as
     adjusted  to reflect the  three-for-two  Common  Stock split  effected as a
     dividend to be paid on May 30, 1995 to holders of record on May 9, 1995. In
     addition,  pursuant to Rule 416(c)  under the  Securities  Act of 1933,  as
     amended (the "Securities Act"), this Registration  Statement also covers an
     indeterminate  number  of  shares of  Common  Stock to be  offered  or sold
     pursuant to the employee benefit plan described herein.

(2)  Estimated  solely for  purposes of  calculating  the  registration  fee and
     computed in accordance with Securities Act Rule 457(c) using the average of
     the high and low prices of the Common Stock reported on the National Market
     System of the National  Association of Securities  Dealers,  Inc. Automated
     Quotation  System on May 17 1995, as adjusted to reflect the  three-for-two
     Common  Stock  split  effected  as a dividend to be paid on May 30, 1995 to
     holders of record on May 9, 1995.
PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

         The  Section  10(a)  prospectus  for  Computer  Horizons  Corp.'s  1994
Incentive  Stock  Option  and  Appreciation  Plan is not  being  filed  with the
Securities and Exchange Commission as part of this Registration Statement.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The documents listed below are hereby incorporated to this Registration
Statement:

         1. Registrant's  Annual Report on Form 10-K for the year ended December
31, 1994;

         2  Registrant's  Quarterly  Report on Form 10-Q for the  quarter  ended
March 30, 1995;

         3. The  description of the Company's  Common Stock,  par value $.10 per
share (the "Common Stock"), contained in the Company's Registration Statement on
Form 8-A, as amended, dated July 5, 1973; and

         4. The  description  of the  Company's  Common Share  Purchase  Rights,
contained in the Company's  Registration Statement on Form 8-A dated October 27,
1989, as amended by Amendment No.1 on Form 8 dated February 13, 1990.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"),  prior to the filing of a  post-effective  amendment which indicates that
all shares of Common Stock  offered  hereby have been sold or which  deregisters
all shares of Common Stock offered hereby then remaining  unsold,  are deemed to
be  incorporated  herein by  reference  and to be a part hereof from the date of
filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.
ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         The   Company's   Certificate   of   Incorporation,   as  amended  (the
"Certificate of Incorporation")  provides, as permitted by Section 402(b) of the
New  York  Business  Corporation  Law  (the  "BCL")  that no  director  shall be
personally  liable to the Company or any  shareholder for damages for any breach
of duty as a director,  provided that the Certificate of Incorporation  does not
eliminate  or limit the  liability  of any director if a judgment or other final
adjudication  adverse to him establishes  that (i) his acts or omissions were in
bad faith or involved intentional misconduct or a knowing violation of law, (ii)
he personally  gained in fact a financial  profit or other advantage to which he
was not legally entitled or (iii) his acts violated Section 719 of the BCL.

         The  Certificate of  Incorporation  also provides,  in accordance  with
Section  722 of the  BCL,  that  each  person  who was or is made a party  or is
threatened  to be  made a  party  to or is  involved  in  any  action,  suit  or
proceeding,   whether   civil,   criminal,   administrative   or   investigative
(hereinafter a "proceeding"), by reason of the fact that he, or a person of whom
he is the legal  representative,  (1) is or was a  director  or  officer  of the
Company or (2) is or was  serving at the  request of the  Company as a director,
officer,  employee or agent of another  corporation or of a  partnership,  joint
venture,  trust or other enterprise,  including service with respect to employee
benefit  plans  (whether the basis of such  proceeding  is alleged  action in an
official  capacity  as a  director,  officer,  employee or agent or in any other
capacity  while  serving as a director,  officer,  employee or agent),  shall be
indemnified and held harmless by the Company to the fullest extent authorized or
permitted  by  applicable  law, as the same exists or may  hereafter  be amended
(but, in the case of any such amendment,  only to the extent that such amendment
permits  the  Company to provide  broader  indemnification  rights than said law
permitted the Company to provide prior to such amendment),  against all expense,
liability and loss (including attorneys' fees,  judgements,  fines, ERISA excise
taxes or penalties  and amounts paid or to be paid in  settlement)  actually and
reasonably incurred or suffered by such person in connection  therewith and such
indemnification  shall  continue as to a person who has ceased to be a director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of his  heirs,
executors  and  administrators,  provided,  however,  that,  except for  actions
brought to enforce such indemnification  rights, the Company shall indemnify any
such person  seeking  indemnification  in connection  with a proceeding (or part
thereof)  initiated by such person only if such proceeding (or part thereof) was
authorized   by  the  Board  of  Directors   of  the   Company.   The  right  to
indemnification  conferred in the  Certificate  of  Incorporation  is a contract
right and includes the rights to be paid by the Company the expenses incurred in
defending  any such  proceeding in advance of its final  disposition,  provided,
however,  that, if the BCL requires,  the payment of such expenses incurred by a
director or officer in his  capacity  as such (and not in any other  capacity in
which  service was or is  rendered  by such person  while a director or officer,
including, without limitation, service with respect to an employee benefit plan)
in advance of the final  disposition  of a  proceeding,  shall be made only upon
delivery to the Company of an  undertaking  by or on behalf of such  director or
officer to repay all  amounts so  advanced  as to which it shall  ultimately  be
determined that such director or officer is not entitled to be indemnified.

         The Certificate of Incorporation  further provides,  in accordance with
the BCL, that the  indemnification  rights provided therein are not exclusive of
any other rights that any person may have, and that the Company may,  subject to
certain  restrictions  imposed by the BCL, maintain  insurance to protect itself
and its officers and directors against expenses, liabilities and losses, whether
or not the Company  would be  permitted to  indemnify  such person  against such
expenses, liabilities and losses under the BCL.

         The  Company  currently  has  a  $5,000,000  directors'  and  officers'
liability insurance policy.
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

         The  following  instruments  and  documents are included as exhibits to
this Registration Statement.
Exhibit
   Number                              Description                                      Incorporated by Reference to:
- -------------    --------------------------------------------------------    ---------------------------------------------------
3.1           Certificate of Incorporation of the Company as              Exhibit 3(a) to the Company's Registration
                  amended through 1971.                                       Statement on Form S-1, File No. 2-42259.
    3.2           Certificate of Amendment dated May 16, 1983                 Exhibit 3(a-2) to the Company's Annual
                  to Certificate of Incorporation of the                      Report on Form 10-K for the year ended
                  Company.                                                    February 28, 1983.
    3.3           Certificate of Amendment dated June 15, 1988                Exhibit 3(a-3) to the Company's Annual
                  to Certificate of Incorporation of the                      Report on Form 10-K for the year ended
                  Company.                                                    December 31, 1988.
    3.4           Certificate of Amendment dated July 6, 1989                 Exhibit 3(a-4) to the Company's Annual
                  to Certificate of Incorporation of the                      Report Form 10-K for the year ended
                  Company.                                                    December 31, 1994.
    3.5           Certificate of Amendment dated February 14,                 Exhibit 3(a-4) to the Company's Annual
                  1990 to Certificate of Incorporation of the                 Report on Form 10-K for the year ended
                  Company.                                                    December 31, 1989.
    3.6           Certificate of Amendment dated May 1, 1991                  Exhibit 3(a-6) to the Company's Annual
                  to the Certificate of Incorporation of the                  Report on Form 10-K for the year ended
                  Company.                                                    December 31, 1994.
    3.7           Certificate of Amendment dated July 12, 1994                Exhibit 3(a-7) to the Company's Annual
                  to the Certificate of Incorporation of the                  Report on Form 10-K for the year ended
                  Company.                                                    December 31, 1994.
    3.8           Bylaws of the Company, as amended.                          Exhibit 3(b) to the Company's Annual
                                                                              Report on Form 10-K for the year ended
                                                                              December 31, 1988.
    4.1           Rights Agreement dated as of July 6, 1989                   Exhibit 1 to the Company's Registration
                  between the Company and Chemical Bank, as                   Statement on Form 8-A dated July 7,
                  Rights Agent ("Rights Agreement") which                     1989.
                  includes the form of Rights Certificate as
                  Exhibit B.
    4.2           Amendment No. 1 dated as of February 13,                    Exhibit 1 to the Company's Amendment
                  1990 to Rights Agreement.                                   No. 1 on Form 8 dated February 13, 1990
                                                                              to the Company's Registration Statement
                                                                              on Form 8-A.
Exhibit
   Number                              Description                                      Incorporated by Reference to:
- -------------    --------------------------------------------------------    ---------------------------------------------------
4.3           Amendment No. 2 dated as of August 10,                      Exhibit 4(c) to the Company's Annual
                  1994 to Rights Agreement.                                   Report on Form 10-K for the year ended
                                                                              December 31, 1994.
     5            Opinion of Proskauer Rose Goetz &
                  Mendelsohn LLP.
    23.1          Consent of Proskauer Rose Goetz &
                  Mendelsohn LLP. (included in their opinion
                  filed as Exhibit 5).
    23.2          Consent of Grant Thornton LLP.
     24           Power of Attorney (included on the Signature
                  Pages to this Registration Statement).
ITEM 9.  UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

         1. To file,  during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

              (i) to include any prospectus required by Section 10(a)(3)  of the
     Securities Act;

              (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  1(i) and  1(ii) do not  apply if the
     registration  statement  is on Form S-3 or Form  S-8,  and 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 Exchange Act that are  incorporated  by
     reference in the registration statement.

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

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

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

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

         Pursuant to the  requirements  of the  Securities  Act, the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Mountain Lakes, State of New Jersey, on May 17, 1995.

                                                 COMPUTER HORIZONS CORP.

                                         By: /s/ JOHN J. CASSESE
                                            ------------------------------------
                                             John J. Cassese
                                             Chairman of the Board and President

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  hereby  constitutes  and  appoints  John J. Cassese and Bernhard
Hubert,  and  either  of  them,  his   attorney-in-fact,   with  full  power  of
substitution,  for him in all capacities,  to execute any amendments  (including
post-effective  amendments) to this Registration Statement and to file the same,
with  exhibits  thereto and other  documents in connection  therewith,  with the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
said attorneys-in-fact, or either of them, or their substitutes, may do or cause
to be done by virtue hereof.

         Pursuant to the  requirements of the Securities Act, this  registration
statement has been signed by the following  persons in the capacities  indicated
on May 17, 1995.

/s/ JOHN J. CASSESE
- --------------------------               Chairman of the Board and President
    John J. Cassese                      (Principal Executive Officer)

/s/ BERNHARD HUBERT
- --------------------------
    Bernhad Hubert                       Executive Vice President and
                                         Chief Financial Officer
                                         (Principal Financial Officer)

/s/ MICHAEL SHEA
- --------------------------
    Michael Shea                         Chief Accounting Officer and Controller
                                         (Principal Accounting Officer)

/s/ THOMAS J. BERRY
- --------------------------
    Thomas J. Berry                      Director

/s/ WILFRED R. PLUGGE
- --------------------------
    Wilfred R. Plugge                    Director
INDEX TO EXHIBITS
Exhibit
   Number                              Description                                      Incorporated by Reference to:
- -------------    --------------------------------------------------------    ---------------------------------------------------
3.1           Certificate of Incorporation of the Company as              Exhibit 3(a) to the Company's Registration
                  amended through 1971.                                       Statement on Form S-1, File No. 2-42259.
    3.2           Certificate of Amendment dated May 16, 1983                 Exhibit 3(a-2) to the Company's Annual
                  to Certificate of Incorporation of the                      Report on Form 10-K for the year ended
                  Company.                                                    February 28, 1983.
    3.3           Certificate of Amendment dated June 15, 1988                Exhibit 3(a-3) to the Company's Annual
                  to Certificate of Incorporation of the                      Report on Form 10-K for the year ended
                  Company.                                                    December 31, 1988.
    3.4           Certificate of Amendment dated July 6, 1989                 Exhibit 3(a-4) to the Company's Annual
                  to Certificate of Incorporation of the                      Report Form 10-K for the year ended
                  Company.                                                    December 31, 1994.
    3.5           Certificate of Amendment dated February 14,                 Exhibit 3(a-4) to the Company's Annual
                  1990 to Certificate of Incorporation of the                 Report on Form 10-K for the year ended
                  Company.                                                    December 31, 1989.
    3.6           Certificate of Amendment dated May 1, 1991                  Exhibit 3(a-6) to the Company's Annual
                  to the Certificate of Incorporation of the                  Report on Form 10-K for the year ended
                  Company.                                                    December 31, 1994.
    3.7           Certificate of Amendment dated July 12, 1994                Exhibit 3(a-7) to the Company's Annual
                  to the Certificate of Incorporation of the                  Report on Form 10-K for the year ended
                  Company.                                                    December 31, 1994.
    3.8           Bylaws of the Company, as amended.                          Exhibit 3(b) to the Company's Annual
                                                                              Report on Form 10-K for the year ended
                                                                              December 31, 1988.
    4.1           Rights Agreement dated as of July 6, 1989                   Exhibit 1 to the Company's Registration
                  between the Company and Chemical Bank, as                   Statement on Form 8-A dated July 7,
                  Rights Agent ("Rights Agreement") which                     1989.
                  includes the form of Rights Certificate as
                  Exhibit B.
    4.2           Amendment No. 1 dated as of February 13,                    Exhibit 1 to the Company's Amendment
                  1990 to Rights Agreement.                                   No. 1 on Form 8 dated February 13, 1990
                                                                              to the Company's Registration Statement
                                                                              on Form 8-A.
    4.3           Amendment No. 2 dated as of August 10,                      Exhibit 4(c) to the Company's Annual
                  1994 to Rights Agreement.                                   Report on Form 10-K for the year ended
                                                                              December 31, 1994.
     5            Opinion of Proskauer Rose Goetz &
                  Mendelsohn LLP.
Exhibit
   Number                              Description                                      Incorporated by Reference to:
- -------------    --------------------------------------------------------    ---------------------------------------------------
23.1          Consent of Proskauer Rose Goetz &
                  Mendelsohn LLP. (included in their opinion
                  filed as Exhibit 5).
    23.2          Consent of Grant Thornton LLP.
     24           Power of Attorney (included on the Signature
                  Pages to this Registration Statement).
PROSKAUER ROSE GOETZ & MENDELSOHN LLP
                                 1585 BROADWAY
                            NEW YORK, NEW YORK 10036

                                                                    May 17, 1995

Computer Horizons Corp.
49 Old Bloomfield Avenue
Mountain Lakes, New Jersey  07046

         Re:  Computer Horizons Corp. (the "Company")

Ladies and Gentlemen:

         You have  requested  our opinion in  connection  with the  registration
statement on Form S-8 (the "Registration Statement") being filed by you with the
Securities  and Exchange  Commission  for the purpose of  registering  under the
Securities Act of 1933, as amended (the "Act"), an aggregate of 3,375,000 shares
of your common  stock,  par value $.10 per share (the  "Shares"),  to be offered
pursuant to the Company's 1994 Incentive Stock Option and Appreciation Plan (the
"Plan").

         On the basis of such investigation as we have deemed necessary,  we are
of the opinion that the Shares will be, when issued upon due exercise of options
granted  under the Plan in  accordance  with the  provisions  of the Plan and in
accordance  with stock option  agreements  entered into in  accordance  with the
provisions of the Plan (including  payment of the option exercise price provided
for therein), legally issued, fully paid and non-assessable.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration  Statement.  In giving this consent, we do not hereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act or the rules and  regulations of the Securities and Exchange  Commission
thereunder.

                                           Very truly yours,

                                           PROSKAUER ROSE GOETZ & MENDELSOHN LLP
Consent of Independent Certified Public Accountants

         We have issued our report  dated  January 31,  1995,  accompanying  the
consolidated  financial  statements of Computer  Horizons Corp.  (the "Company")
appearing in the 1994 Annual Report of the Company to its  shareholders  and the
accompanying  schedule  included in the Annual  Report on Form 10-K for the year
ended December 31, 1994, which is incorporated by reference in this Registration
Statement.  We consent to the  incorporation  by reference  in the  Registration
Statement of the aforementioned report.

                                                          GRANT THORNTON LLP

Parsippany, New Jersey
May 12, 1995