As filed with the Securities and Exchange Commission on May 18, 1995
                           Registration No. 33-41726

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

             -----------------------------------------------------
                         POST-EFFECTIVE AMENDMENT NO. 1
                                       TO
                                    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.
                       1991 DIRECTORS' STOCK OPTION 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             206,250                 $12.29                   $2,534,813                $874.07
====================================================================================================================================
</TABLE>
(1)  Represents  the  additional  206,250  shares  of Common  Stock  that may be
     acquired  under the 1991  Directors'  Stock  Option  Plan,  as amended,  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>
EXPLANATORY NOTE:


         In accordance  with Section E of the General  Instructions to Form S-8,
this Post-Effective  Amendment No. 1 to the Company's  Registration Statement on
Form S-8 covers an additional 206,250 shares of Common Stock, par value $.10 per
share ("Common Stock"), that may be acquired under the Company's 1991 Directors'
Stock  Option  Plan,  as amended  (the  "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. The Company's  Registration  Statement
on Form S-8 (Registration  No. 33-41726) dated July 16, 1992,  pursuant to which
the Company  registered the initial number of shares of Common Stock that may be
acquired  under  the  Plan,  is  hereby   incorporated   by  reference  to  this
Registration Statement.
<PAGE>
                                    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.
<PAGE>
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.
    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>
<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 18, 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  Post-Effective
Amendment No. 1 to Registration  Statement on Form S-8 ("Amendment No. 1") 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
additional  206,250  shares of your common stock,  par value $.10 per share (the
"Shares"),  to be offered to certain  directors  pursuant to the Company's  1991
Directors' Stock Option Plan, as amended (the "Plan").  The number of Shares has
been  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.
Amendment No. 1 incorporates by reference the Company's  Registration  Statement
on Form S-8  (Registration  No.  33-41726) dated July 16, 1992 pursuant to which
the Company  registered the initial number of shares of Common Stock that may be
acquired under 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
Amendment  No. 1. 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  and schedule  incorporated  by reference or
included in the Annual  Report of Computer  Horizons  Corp. on Form 10-K for the
year ended  December 31, 1994. We consent to the  incorporation  by reference of
said report in this  Registration  Statement of Computer  Horizons Corp. on Form
S-8 Amendment No. 1 (Registration No. 33-41726).




                                                          GRANT THORNTON LLP


Parsippany, New Jersey
May 12, 1995
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22031}]
{"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": "033-59439", "film-number": "95540884"}, "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. 33-41726

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

             -----------------------------------------------------
                         POST-EFFECTIVE AMENDMENT NO. 1
                                       TO
                                    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.
                       1991 DIRECTORS' STOCK OPTION 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             206,250                 $12.29                   $2,534,813                $874.07
====================================================================================================================================
(1)  Represents  the  additional  206,250  shares  of Common  Stock  that may be
     acquired  under the 1991  Directors'  Stock  Option  Plan,  as amended,  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.
EXPLANATORY NOTE:

         In accordance  with Section E of the General  Instructions to Form S-8,
this Post-Effective  Amendment No. 1 to the Company's  Registration Statement on
Form S-8 covers an additional 206,250 shares of Common Stock, par value $.10 per
share ("Common Stock"), that may be acquired under the Company's 1991 Directors'
Stock  Option  Plan,  as amended  (the  "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. The Company's  Registration  Statement
on Form S-8 (Registration  No. 33-41726) dated July 16, 1992,  pursuant to which
the Company  registered the initial number of shares of Common Stock that may be
acquired  under  the  Plan,  is  hereby   incorporated   by  reference  to  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 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.
    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).
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 18, 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  Post-Effective
Amendment No. 1 to Registration  Statement on Form S-8 ("Amendment No. 1") 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
additional  206,250  shares of your common stock,  par value $.10 per share (the
"Shares"),  to be offered to certain  directors  pursuant to the Company's  1991
Directors' Stock Option Plan, as amended (the "Plan").  The number of Shares has
been  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.
Amendment No. 1 incorporates by reference the Company's  Registration  Statement
on Form S-8  (Registration  No.  33-41726) dated July 16, 1992 pursuant to which
the Company  registered the initial number of shares of Common Stock that may be
acquired under 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
Amendment  No. 1. 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  and schedule  incorporated  by reference or
included in the Annual  Report of Computer  Horizons  Corp. on Form 10-K for the
year ended  December 31, 1994. We consent to the  incorporation  by reference of
said report in this  Registration  Statement of Computer  Horizons Corp. on Form
S-8 Amendment No. 1 (Registration No. 33-41726).

                                                          GRANT THORNTON LLP

Parsippany, New Jersey
May 12, 1995