<PAGE>
 
   As filed with the Securities and Exchange Commission on November 20, 1998

                                                 REGISTRATION STATEMENT NO. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

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

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

                       BORON, LEPORE & ASSOCIATES, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


          DELAWARE                                         22-2365997
  (STATE OF INCORPORATION)                  (I.R.S. EMPLOYER IDENTIFICATION NO.)

                             17-17 ROUTE 208 NORTH
                              FAIR LAWN, NJ 07410
                                (201) 791-7272
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

             AMENDED AND RESTATED 1996 STOCK OPTION AND GRANT PLAN
                           (FULL TITLE OF THE PLAN)
                        ------------------------------

                               PATRICK G. LEPORE
                CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
                        BORON, LEPORE & ASSOCIATES, INC.
                             17-17 ROUTE 208 NORTH
                                      FAIR LAWN, NJ 07410
                                 (201) 791-7272

 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)

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

                                With a copy to:

                            JOHN R. LECLAIRE, P.C.
                         GOODWIN, PROCTER & HOAR  LLP
                                EXCHANGE PLACE
                       BOSTON, MASSACHUSETTS 02109-2881
                                (617) 570-1000

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

<TABLE> 
<CAPTION> 
                                       CALCULATION OF REGISTRATION FEE
========================================================================================================================== 
Title of Securities Being       Amounts to be         Proposed Maximum             Proposed Maximum          Amount of
 Registered                     Registered (1)  Offering Price Per Share (2)   Aggregate Offering Price   Registration Fee
-------------------------------------------------------------------------------------------------------------------------- 
<S>                             <C>             <C>                            <C>                         <C>
Common Stock, par value $.01        1,093,857             $26.125                   $28,577,014.12              $7,945
 per share
==========================================================================================================================
</TABLE>

(1) This Registration Statement also relates to such indeterminate number of
    additional shares of Boron, LePore & Associates, Inc. Common Stock as may be
    required pursuant to the Amended and Restated 1996 Stock Option and Grant
    Plan, as amended, in the event of a stock dividend, reverse stock split,
    split-up, recapitalization, forfeiture of stock under these plans or other
    similar event.

(2) This estimate is made pursuant to Rule 457(c) and (h) under the Securities
    Act of 1933, as amended (the "Securities Act") solely for the purposes of
    determining the amount of the registration fee.  The registration fee is
    based upon the average of the high and low prices for the Registrant's
    Common Stock, par value $.01 per share, as reported on The Nasdaq National
    Market on November 16, 1998.

================================================================================
<PAGE>
 
                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


Item 1. Plan Information.*
        ----------------  


Item 2. Registrant Information and Employee Plan Annual Information.*
        -----------------------------------------------------------  


    * Information required by Part I to be contained in the Section 10(a)
Prospectuses is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Introductory
Note to Part I of Form S-8.


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Certain Documents by Reference.
        ----------------------------------------------- 

    Boron, LePore & Associates, Inc. (the "Registrant") hereby incorporates by
reference the following documents which have previously been filed with the
Securities and Exchange Commission:

    (a) the Registrant's most recent annual report on Form 10-K filed with the
        Securities and Exchange Commission on March 31, 1998;

    (b) all other reports filed with the Securities and Exchange Commission by
        the Registrant pursuant to Section 13(a) or 15(d) of the Securities
        Exchange Act of 1934, as amended (the "Exchange Act") since March 31,
        1998; and

    (c) the description of the Registrant's Common Stock contained in the
        Registration Statement on Form 8-A, dated September 16, 1997, as filed
        with the Securities and Exchange Commission on September 17, 1997
        pursuant to Section 12(g) of the Securities Exchange Act of 1934, as
        amended.

    In addition, all documents subsequently filed with the Securities and
Exchange Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
hereto that indicates that all securities offered hereunder have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.  Any statement contained in a
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
or in any subsequently filed document which also is incorporated by reference
herein modifies or supersedes such statement.  Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.


Item 4. Description of Securities.
        ------------------------- 

    Not Applicable.

                                       2
<PAGE>
 
Item 5. Interests of Named Experts and Counsel.
        -------------------------------------- 

    Not Applicable.


Item 6. Indemnification of Directors and Officers.
        ----------------------------------------- 

    In accordance with Section 145 of the General Corporation Law of the State
of Delaware ("DGCL"), Article VII of the Registrant's Restated Certificate of
Incorporation (the "Certificate") provides that no director of the Registrant
shall be personally liable to the Registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii)  in respect of
certain unlawful dividend payments or stock redemptions or repurchases, or (iv)
for any transaction from which the director derived an improper personal
benefit.  In addition, the Certificate provides that if the Delaware General
Corporation Law is amended to authorize the further elimination or limitation of
the personal liability of directors, then the liability of a director of the
Registrant shall be eliminated or limited to the fullest extent permitted by the
Delaware General Corporation Law, as so amended.  The Certificate further
provides that any repeal of Article VII by the stockholders or an amendment to
the DGCL shall not adversely effect any right or protection with respect to acts
or omissions occurring prior to such repeal.

    Article V of the Registrant's Amended and Restated By-laws (the "By-laws")
provides for indemnification by the Registrant of its directors, officers and
certain non-officer employees (including officers and certain non-officer
employees of subsidiaries) under certain circumstances against expenses
(including attorneys fees, judgments, fines and amounts paid in settlement)
reasonably incurred in connection with the defense or settlement of any
threatened, pending or completed legal proceeding in which any such person is
involved by reason of the fact that such person is or was a director, an officer
or an employee of the Registrant, or is acting in any capacity with other
entities at the written request of the Registrant, if such person acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to,
the best interests of the Registrant, and with respect to criminal actions or
proceedings, that such person had no reasonable cause to believe his or her
conduct was unlawful.  The by-laws provide that these provisions of Articles V
are deemed to be a contract between the Corporation and each Officer and Non-
Officer Employee.

    The Registrant has entered into indemnification agreements with each of its
non-employee directors reflecting the foregoing provisions of its By-laws and
requiring the advancement of expenses in proceedings, if such person had no
reasonable cause to believe his or her conduct was unlawful.
 
    The Company carries directors' and officers' liability insurance covering
its directors and officers.

Item 7. Exemption from Registration Claimed.
        ----------------------------------- 

    Not Applicable.


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

    The following is a complete list of exhibits filed as part of this
Registration Statement.

Exhibits
--------

 *3.1   Third Amended and Restated Certificate of Incorporation
 *3.2   Amended and Restated By-Laws of the Registrant
 *4.1   Boron, LePore & Associates, Inc. Amended and Restated 1996 Stock
        Option and Grant Plan
  4.2   First Amendment to the Boron, LePore & Associates, Inc. Amended and
        Restated 1996 Stock Option and Grant Plan

                                       3
<PAGE>
 
  5.1   Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
        securities being registered
 23.1   Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1)
 23.2   Consent of Arthur Andersen LLP
 23.3   Consent of M.R. Weiser & Co. LLP
 24.1   Powers of Attorney (included on signature pages to this Registration
        Statement)

*  Incorporated by reference to the relevant exhibit to the Boron, LePore &
   Associates, Inc. Registration Statement on Form S-1 (SEC File No. 333-30573),
   as amended, as filed with the Securities and Exchange Commission.

Item 9.  Undertakings.
         ------------ 

     (a)      The undersigned Registrant hereby undertakes:

              (1) To file, during any period in which offers or sales are being
         made, a post-effective amendment to this Registration Statement:

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

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

                  (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 (a)(1)(i) and (a)(1)(ii) herein do
         not apply if the information required to be included in a post-
         effective amendment by those paragraphs is contained in periodic
         reports filed by the undersigned 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 that time shall be
         deemed to be the initial bona fide offering thereof; and

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

     (b)      The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act, each filing of the
         registrant's annual report pursuant to Section 13(a) or 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.

                                       4
<PAGE>
 
     (c)      Insofar as indemnification for liabilities arising under the
         Securities Act may be permitted to directors, officers and controlling
         persons of the Registrant pursuant to the foregoing provisions, or
         otherwise, the Registrant has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the Securities Act, and is, therefore,
         unenforceable. In the event that a claim for indemnification against
         such liabilities (other than the payment by the registrant of expenses
         incurred or paid by a director, officer or controlling person of the
         registrant in the successful defense of any action, suit or proceeding)
         is asserted by such director, officer or controlling person in
         connection with the securities being registered, the registrant will,
         unless in the opinion of its counsel the matter has been settled by
         controlling precedent, submit to a court of appropriate jurisdiction
         the question whether such indemnification by it is against public
         policy as expressed in the Securities Act and will be governed by the
         final adjudication of such issue.

                                       5
<PAGE>
 
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, Boron, LePore &
Associates, Inc. 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 Fair Lawn, New Jersey on this 18th day of November, 1998.

                              Boron, LePore & Associates, Inc.


                              By: /s/ Patrick G. LePore
                                  ---------------------
                                  Patrick G. LePore
                                  Chairman, Chief Executive Officer 
                                  and President


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints each of Patrick G. LePore and Gregory F. Boron
person's true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for such person and in such person's name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that any said attorney-in-fact
and agent, or any substitute or substitutes of any of them, may lawfully do or
cause to be done by virtue hereof.

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

<TABLE> 
<CAPTION> 
          SIGNATURE                                  TITLE                                  DATE
          ---------                                  -----                                  ----
<S>                                     <C>                                        <C> 
/s/ Patrick G. LePore                     Chairman of the Board, Chief Executive     November 18, 1998
-----------------------------------       Officer, President  and Director                                      
Patrick G. LePore                         (Principal Executive Officer)

/s/ Gregory F. Boron                      Chief Operating Officer and Director       November 18, 1998
-----------------------------------                                        
Gregory F. Boron

/s/ Martin J. Veilleux                    Chief Financial Officer, Secretary         November 18, 1998 
-----------------------------------       and Treasurer (Principal Financial                               
Martin J. Veilleux                        Officer and Principal
                                          Accounting Officer)

/s/ Roger Boissonneault                   Director                                   November 18, 1998
-----------------------------------                                   
Roger Boissonneault

</TABLE> 

                                      S-1
<PAGE>
 
<TABLE> 
<S>                                     <C>                                       <C> 
/s/ Roger B. Kafker                       Director                                   November 18, 1998
-----------------------------------                                    
Roger B. Kafker

/s/ Jacqueline C. Morby                   Director                                   November 18, 1998
-----------------------------------
Jacqueline C. Morby

-----------------------------------       Director                                   November __, 1998
Joseph E. Smith


/s/ John A. Staley, IV                    Director                                   November 18, 1998
-----------------------------------                                     
John A. Staley, IV

</TABLE> 
                                      S-2
<PAGE>
 
                                 EXHIBIT INDEX


Exhibit No.  Description
-----------  -----------
 
  * 3.1      Third Amended and Restated Certificate of Incorporation
 
  * 3.2      Amended and Restated By-Laws of the Registrant
 
  * 4.1      Boron, LePore & Associates, Inc. Amended and Restated 1996 Stock
             Option and Grant Plan.

    4.2      First Amendment to the Boron, LePore & Associates, Inc. Amended
             and Restated 1996 Stock Option and Grant Plan.

    5.1      Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
             securities being registered.

   23.1      Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1)

   23.2      Consent of Arthur Andersen LLP

   23.3      Consent of M.R. Weiser & Co. LLP
 
   24.1      Powers of Attorney (included on signature pages to this 
             Registration Statement)


 *  Incorporated by reference to the relevant exhibit to the Boron, LePore &
    Associates, Inc. Registration Statement on Form S-1 (SEC File No. 
    333-30573), as amended, as filed with the Securities and Exchange
    Commission.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21720}]
{"company-data": {"conformed-name": "BORON LEPORE & ASSOCIATES INC", "cik": "0001029281", "assigned-sic": "7389", "irs-number": "222365997", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67681", "film-number": "98756389"}, "business-address": {"street1": "17-17 ROUTE 208 NORTH", "city": "FAIR LAWN", "state": "NJ", "zip": "07410"}, "mail-address": {"street1": "17-17 ROUTE 208 NORTH", "city": "FAIR LAWN", "state": "NJ", "zip": "07410"}}
As filed with the Securities and Exchange Commission on November 20, 1998

                                                 REGISTRATION STATEMENT NO. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

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

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

                       BORON, LEPORE & ASSOCIATES, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          DELAWARE                                         22-2365997
  (STATE OF INCORPORATION)                  (I.R.S. EMPLOYER IDENTIFICATION NO.)

                             17-17 ROUTE 208 NORTH
                              FAIR LAWN, NJ 07410
                                (201) 791-7272
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

             AMENDED AND RESTATED 1996 STOCK OPTION AND GRANT PLAN
                           (FULL TITLE OF THE PLAN)
                        ------------------------------

                               PATRICK G. LEPORE
                CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
                        BORON, LEPORE & ASSOCIATES, INC.
                             17-17 ROUTE 208 NORTH
                                      FAIR LAWN, NJ 07410
                                 (201) 791-7272

 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)

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

                                With a copy to:

                            JOHN R. LECLAIRE, P.C.
                         GOODWIN, PROCTER & HOAR  LLP
                                EXCHANGE PLACE
                       BOSTON, MASSACHUSETTS 02109-2881
                                (617) 570-1000

                        ------------------------------
CALCULATION OF REGISTRATION FEE
========================================================================================================================== 
Title of Securities Being       Amounts to be         Proposed Maximum             Proposed Maximum          Amount of
 Registered                     Registered (1)  Offering Price Per Share (2)   Aggregate Offering Price   Registration Fee
--------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01        1,093,857             $26.125                   $28,577,014.12              $7,945
 per share
==========================================================================================================================
(1) This Registration Statement also relates to such indeterminate number of
    additional shares of Boron, LePore & Associates, Inc. Common Stock as may be
    required pursuant to the Amended and Restated 1996 Stock Option and Grant
    Plan, as amended, in the event of a stock dividend, reverse stock split,
    split-up, recapitalization, forfeiture of stock under these plans or other
    similar event.

(2) This estimate is made pursuant to Rule 457(c) and (h) under the Securities
    Act of 1933, as amended (the "Securities Act") solely for the purposes of
    determining the amount of the registration fee.  The registration fee is
    based upon the average of the high and low prices for the Registrant's
    Common Stock, par value $.01 per share, as reported on The Nasdaq National
    Market on November 16, 1998.

================================================================================
PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1. Plan Information.*
        ----------------  

Item 2. Registrant Information and Employee Plan Annual Information.*
        -----------------------------------------------------------  

    * Information required by Part I to be contained in the Section 10(a)
Prospectuses is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Introductory
Note to Part I of Form S-8.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.
        ----------------------------------------------- 

    Boron, LePore & Associates, Inc. (the "Registrant") hereby incorporates by
reference the following documents which have previously been filed with the
Securities and Exchange Commission:

    (a) the Registrant's most recent annual report on Form 10-K filed with the
        Securities and Exchange Commission on March 31, 1998;

    (b) all other reports filed with the Securities and Exchange Commission by
        the Registrant pursuant to Section 13(a) or 15(d) of the Securities
        Exchange Act of 1934, as amended (the "Exchange Act") since March 31,
        1998; and

    (c) the description of the Registrant's Common Stock contained in the
        Registration Statement on Form 8-A, dated September 16, 1997, as filed
        with the Securities and Exchange Commission on September 17, 1997
        pursuant to Section 12(g) of the Securities Exchange Act of 1934, as
        amended.

    In addition, all documents subsequently filed with the Securities and
Exchange Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
hereto that indicates that all securities offered hereunder have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.  Any statement contained in a
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
or in any subsequently filed document which also is incorporated by reference
herein modifies or supersedes such statement.  Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

Item 4. Description of Securities.
        ------------------------- 

    Not Applicable.

                                       2
Item 5. Interests of Named Experts and Counsel.
        -------------------------------------- 

    Not Applicable.

Item 6. Indemnification of Directors and Officers.
        ----------------------------------------- 

    In accordance with Section 145 of the General Corporation Law of the State
of Delaware ("DGCL"), Article VII of the Registrant's Restated Certificate of
Incorporation (the "Certificate") provides that no director of the Registrant
shall be personally liable to the Registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii)  in respect of
certain unlawful dividend payments or stock redemptions or repurchases, or (iv)
for any transaction from which the director derived an improper personal
benefit.  In addition, the Certificate provides that if the Delaware General
Corporation Law is amended to authorize the further elimination or limitation of
the personal liability of directors, then the liability of a director of the
Registrant shall be eliminated or limited to the fullest extent permitted by the
Delaware General Corporation Law, as so amended.  The Certificate further
provides that any repeal of Article VII by the stockholders or an amendment to
the DGCL shall not adversely effect any right or protection with respect to acts
or omissions occurring prior to such repeal.

    Article V of the Registrant's Amended and Restated By-laws (the "By-laws")
provides for indemnification by the Registrant of its directors, officers and
certain non-officer employees (including officers and certain non-officer
employees of subsidiaries) under certain circumstances against expenses
(including attorneys fees, judgments, fines and amounts paid in settlement)
reasonably incurred in connection with the defense or settlement of any
threatened, pending or completed legal proceeding in which any such person is
involved by reason of the fact that such person is or was a director, an officer
or an employee of the Registrant, or is acting in any capacity with other
entities at the written request of the Registrant, if such person acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to,
the best interests of the Registrant, and with respect to criminal actions or
proceedings, that such person had no reasonable cause to believe his or her
conduct was unlawful.  The by-laws provide that these provisions of Articles V
are deemed to be a contract between the Corporation and each Officer and Non-
Officer Employee.

    The Registrant has entered into indemnification agreements with each of its
non-employee directors reflecting the foregoing provisions of its By-laws and
requiring the advancement of expenses in proceedings, if such person had no
reasonable cause to believe his or her conduct was unlawful.
 
    The Company carries directors' and officers' liability insurance covering
its directors and officers.

Item 7. Exemption from Registration Claimed.
        ----------------------------------- 

    Not Applicable.

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

    The following is a complete list of exhibits filed as part of this
Registration Statement.

Exhibits
--------

 *3.1   Third Amended and Restated Certificate of Incorporation
 *3.2   Amended and Restated By-Laws of the Registrant
 *4.1   Boron, LePore & Associates, Inc. Amended and Restated 1996 Stock
        Option and Grant Plan
  4.2   First Amendment to the Boron, LePore & Associates, Inc. Amended and
        Restated 1996 Stock Option and Grant Plan

                                       3
5.1   Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
        securities being registered
 23.1   Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1)
 23.2   Consent of Arthur Andersen LLP
 23.3   Consent of M.R. Weiser & Co. LLP
 24.1   Powers of Attorney (included on signature pages to this Registration
        Statement)

*  Incorporated by reference to the relevant exhibit to the Boron, LePore &
   Associates, Inc. Registration Statement on Form S-1 (SEC File No. 333-30573),
   as amended, as filed with the Securities and Exchange Commission.

Item 9.  Undertakings.
         ------------ 

     (a)      The undersigned Registrant hereby undertakes:

              (1) To file, during any period in which offers or sales are being
         made, a post-effective amendment to this Registration Statement:

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

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

                  (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 (a)(1)(i) and (a)(1)(ii) herein do
         not apply if the information required to be included in a post-
         effective amendment by those paragraphs is contained in periodic
         reports filed by the undersigned 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 that time shall be
         deemed to be the initial bona fide offering thereof; and

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

     (b)      The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act, each filing of the
         registrant's annual report pursuant to Section 13(a) or 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.

                                       4
(c)      Insofar as indemnification for liabilities arising under the
         Securities Act may be permitted to directors, officers and controlling
         persons of the Registrant pursuant to the foregoing provisions, or
         otherwise, the Registrant has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the Securities Act, and is, therefore,
         unenforceable. In the event that a claim for indemnification against
         such liabilities (other than the payment by the registrant of expenses
         incurred or paid by a director, officer or controlling person of the
         registrant in the successful defense of any action, suit or proceeding)
         is asserted by such director, officer or controlling person in
         connection with the securities being registered, the registrant will,
         unless in the opinion of its counsel the matter has been settled by
         controlling precedent, submit to a court of appropriate jurisdiction
         the question whether such indemnification by it is against public
         policy as expressed in the Securities Act and will be governed by the
         final adjudication of such issue.

                                       5
SIGNATURES

     Pursuant to the requirements of the Securities Act, Boron, LePore &
Associates, Inc. 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 Fair Lawn, New Jersey on this 18th day of November, 1998.

                              Boron, LePore & Associates, Inc.

                              By: /s/ Patrick G. LePore
                                  ---------------------
                                  Patrick G. LePore
                                  Chairman, Chief Executive Officer 
                                  and President

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints each of Patrick G. LePore and Gregory F. Boron
person's true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for such person and in such person's name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that any said attorney-in-fact
and agent, or any substitute or substitutes of any of them, may lawfully do or
cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                  TITLE                                  DATE
          ---------                                  -----                                  ----
/s/ Patrick G. LePore                     Chairman of the Board, Chief Executive     November 18, 1998
-----------------------------------       Officer, President  and Director                                      
Patrick G. LePore                         (Principal Executive Officer)

/s/ Gregory F. Boron                      Chief Operating Officer and Director       November 18, 1998
-----------------------------------                                        
Gregory F. Boron

/s/ Martin J. Veilleux                    Chief Financial Officer, Secretary         November 18, 1998 
-----------------------------------       and Treasurer (Principal Financial                               
Martin J. Veilleux                        Officer and Principal
                                          Accounting Officer)

/s/ Roger Boissonneault                   Director                                   November 18, 1998
-----------------------------------                                   
Roger Boissonneault
S-1
/s/ Roger B. Kafker                       Director                                   November 18, 1998
-----------------------------------                                    
Roger B. Kafker

/s/ Jacqueline C. Morby                   Director                                   November 18, 1998
-----------------------------------
Jacqueline C. Morby

-----------------------------------       Director                                   November __, 1998
Joseph E. Smith

/s/ John A. Staley, IV                    Director                                   November 18, 1998
-----------------------------------                                     
John A. Staley, IV
S-2
EXHIBIT INDEX

Exhibit No.  Description
-----------  -----------
 
  * 3.1      Third Amended and Restated Certificate of Incorporation
 
  * 3.2      Amended and Restated By-Laws of the Registrant
 
  * 4.1      Boron, LePore & Associates, Inc. Amended and Restated 1996 Stock
             Option and Grant Plan.

    4.2      First Amendment to the Boron, LePore & Associates, Inc. Amended
             and Restated 1996 Stock Option and Grant Plan.

    5.1      Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
             securities being registered.

   23.1      Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1)

   23.2      Consent of Arthur Andersen LLP

   23.3      Consent of M.R. Weiser & Co. LLP
 
   24.1      Powers of Attorney (included on signature pages to this 
             Registration Statement)

 *  Incorporated by reference to the relevant exhibit to the Boron, LePore &
    Associates, Inc. Registration Statement on Form S-1 (SEC File No. 
    333-30573), as amended, as filed with the Securities and Exchange
    Commission.