As filed with the Securities and Exchange Commission on                , 1997
                                                         ---------------
                  Registration No. 333 -
------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          NETSMART TECHNOLOGIES, INC.
            (Exact name of registrant as specified in its charter)

              Delaware                                    13-3680154
      (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)                  Identification No.)

      146 Nassau Avenue, Islip, N.Y.                          11751
      (Address of Principal Executive Offices)             (Zip Code)

                         1993 Long Term Incentive Plan
                             (Full title of  Plan)

                            Asher S. Levitsky P.C.
                         Esanu Katsky Korins & Siger
                               605 Third Avenue
                              New York, NY 10158
                                (212) 953-6000
(Name, address and telephone number, including area code of agent for service)

                                  Copies to:

                  Lewis S. Schiller, Chief Executive Officer
                          Netsmart Technologies, Inc.
                               146 Nassau Avenue
                               Islip, NY  11751
                                (516) 968-2000
                              Fax:  (516) 968-2123

                       CALCULATION OF REGISTRATION FEE


                                   Proposed        Proposed
 Title of securities                maximum         maximum
     to be         Amount to be  offering price    aggregate      Amount of
 registered         registered      per unit1   offering price  registration fee
 Common Stock,      511,0002       $0.878        $448,834.97      $136.01
$.01 par value ...


1     Estimated solely for the purpose of calculating the  registration  fee, in
      accordance with Rule 457(c), promulgated under the Securities Act of 1933,
      as amended,  on the basis of the  average  exercise  price of  outstanding
      options and closing  price of the Common Stock on May 15, 1997,  which was
      $4.00 per share, for the options available for grant.

2     Pursuant to Rule 416, there are also being registered additional shares of
      Common Stock as may be required pursuant to the antidilution provisions of
      Registrant's 1993 Long Term Incentive Plan (the "Plan").


50819
                                      1

<PAGE>



                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.  Plan Information.

      The documents containing the information  specified in this Item 1 will be
sent or given to employees,  directors or other participants in the Plan, as the
case may be, as specified by Rule 428(b)(1) under the Securities Act of 1933, as
amended  (the  "Act").  In  accordance  with the  rules and  regulations  of the
Securities and Exchange  Commission (the  "Commission")  and the instructions to
Form S-8, such documents are not being filed with the Commission  either as part
of this registration statement (the "Registration Statement") or as prospectuses
or prospectus supplements pursuant to Rule 424 under the Act.

Item 2.  Registrant Information and Employee Plan Annual Information.

      The documents containing the information  specified in this Item 2 will be
sent or given to employees,  directors or other participants in the Plan, as the
case may be, as specified by Rule  428(b)(1)  under the Act. In accordance  with
the rules and  regulations of the Commission and the  instructions  to Form S-8,
such  documents are not being filed with the  Commission  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Act.



50819
                                      1

<PAGE>




                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The following  documents filed with the Commission are hereby incorporated
by reference in this Registration Statement:

      (a)   The Registrant's Annual Report on Form 10-K for the fiscal year 
ended December 31, 1996; and

      (b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997.

      In addition,  all documents  subsequently filed with the Commission by the
Registrant  pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Securities
Exchange Act of 1934, as amended,  (the "Exchange Act") prior to the filing of a
post-effective amendment which indicates that all securities offered herein have
been sold or which  de-registers 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 respective dates of filing of such documents.

Item 4Description of Securities.

      Each share of the Registrant's Common Stock, par value $.01 per share (the
"Common Stock"), currently outstanding is fully paid and nonassessable.  Holders
of Common  Stock are  entitled  to one vote for each share held of record on all
matters  submitted  to a vote of  stockholders.  Holders  of  Common  Stock  are
entitled to share in such  dividends as the Board of Directors of the Registrant
(the "Board of Directors"),  in its  discretion,  may declare from funds legally
available.  In the event of liquidation,  each outstanding share of Common Stock
entitles its holder to participate ratably in the assets remaining after payment
of liabilities.

      Stockholders  have no  preemptive  or other  rights  to  subscribe  for or
purchase  additional  shares of any class of stock or of any  securities  of the
Registrant,  and there are no redemption or sinking fund  provisions with regard
to the Common  Stock.  Holders  of Common  Stock do not have  cumulative  voting
rights.

      The Registrant's  certificate of incorporation  authorizes the issuance of
so-called  "blank check"  preferred stock with the Board of Directors having the
right to determine the designations,  rights,  preferences and privileges of the
holders of one or more series of Preferred Stock of the Registrant. Accordingly,
the Board of Directors is  empowered,  without  stockholder  approval,  to issue
Preferred Stock with voting, dividend,  conversion,  liquidation or other rights
which could adversely affect the voting power and equity interest of the holders
of Common Stock.  The Preferred  Stock,  which could be issued with the right to
more than one vote per share,  could be  utilized  as a method of  discouraging,
delaying or preventing a change of control of the Registrant.

Item 5Interest of Named Experts and Counsel.

            None.

Item 6.     Indemnification of Directors and Officers.

      Section 145 of the Delaware General  Corporation Law and Article EIGHTH of
the   Registrant's   Restated   Certificate   of   Incorporation   provide   for
indemnification  of  directors  and  officers of the  Registrant  under  certain
circumstances.

Item 7Exemption from Registration Claimed.

            Not applicable.

Item  Undertakings.

      (a)   The undersigned Registrant hereby undertakes:


50819
                                      2

<PAGE>



            (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 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 (a)(1)(i) and (a)(1)(ii) do
                  not apply if the  information  required  to be  included  in a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic  reports filed with or furnished to the Commission 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
                  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.

            (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 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.

      (c) Insofar as indemnification  for liabilities  arising under the 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 Commission  such  indemnification  is against
public policy as expressed in the 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 Act and
will be governed by the final adjudication of such issue.



50819
                                      3

<PAGE>



                                  SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
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  Islip,  State of New York on this  30th day of May,
1997.

                                    NETSMART TECHNOLOGIES, INC.

                                    /s/ Lewis S. Schiller
                                    Lewis S. Schiller
                                    Chief Executive Officer

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby authorizes Lewis S. Schiller as his true and lawful  attorney-in-fact and
agent,  with full power of substitution  and  resubstitution  for him and in his
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 other  documents  in  connection
therewith, with the Commission.

      Signature                     Title                  Date

/s/ Lewis S. Schiller               Chairman of the Board         May 30 , 1997
------------------------------------
Lewis S. Schiller                   Chief Executive Officer
                                    and  Director
                                   (Principal Executive
                                    Officer)

/s/ Anthony F. Grisanti             Chief Financial Officer       May 30 , 1997
------------------------------------
Anthony F. Grisanti                Treasurer and Secretary
                                  (Principal Financial and
                                   Accounting Officer)

/s/ James L. Conway                 Director                      May 30 , 1997
------------------------------------
James L. Conway

/s/ Leonard M. Luttinger            Director                      May 30 , 1997
------------------------------------
Leonard M. Luttinger

/s/ John F. Phillips                Director                      May 30 , 1997
------------------------------------        --
John F. Phillips

/s/ Storm R. Morgan                 Director                      May 30 , 1997
------------------------------------
Storm R. Morgan

50819
                                      4

<PAGE>



                               INDEX TO EXHIBITS



         Exhibit Nos.            Description of Exhibits

     **     3.1               Restated Certificate of Incorporation, as amended.

     *      5.1               Opinion of Esanu Katsky Korins & Siger.

     **    10.7               The Registrant's 1993 Long Term Incentive Plan.

     *     23.1               Consent of Moore Stephens, P.C.

     *     23.2               Consent of Esanu Katsky Korins & Siger (included 
                              in Exhibit 5.1).

     *     Filed herewith.
     **    Incorporated by reference to the Registration Statement 333-2550 on 
           Form S-1.

50819
                                      5

<PAGE>




                                                                    Exhibit 5.1

                     Letterhead of Esanu Katsky Korins & Siger














                                    May 29, 1997










Netsmart Technologies, Inc.                                            13146-02
146 Nassau Avenue
Islip, New York  11751

            Re:   Registration Statement on Form S-8

Gentlemen:

            This  opinion  is  delivered  in  connection  with the  Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act of
1933,  as amended (the  "Act"),  being filed by Netsmart  Technologies,  Inc., a
Delaware   corporation  (the  "Company"),   with  the  Securities  and  Exchange
Commission for  registration  of 511,000  shares of the Company's  common stock,
$.01 par value per share (the "Common Stock")issuable pursuant to the Company's
1993 Long-Term Incentive Plan (the "Plan").

            We have examined the  originals,  photocopies,  certified  copies or
other evidence of such records of the Company,  certificates  of officers of the
Company and public officials, and other documents as we have deemed relevant and
necessary as a basis for the opinion hereinafter expressed. In such examination,
we have assumed the  genuineness  of all  signatures,  the  authenticity  of all
documents   submitted  to  us  as  certified   copies  or  photocopies  and  the
authenticity of the originals of such latter documents.

            Based on our examination mentioned above, we are of the opinion that
the  shares  of Common  Stock  being  registered  pursuant  to the  Registration
Statement,  when duly issued  against  receipt of the specified  purchase  price
therefor in accordance  with the Company's 1993 Long Term Incentive  Plan, as in
effect on the date hereof, will be legally issued, fully paid and nonassessable.



50825-1
                                         6

<PAGE>




            We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

 .

                                          Very truly yours,



                                          ESANU KATSKY KORINS & SIGER

50825-1
                                         7

<PAGE>



                                  Exhibit 23.1


                 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


To the Board of Directors and Stockholders of
  Netsmart Technologies, Inc.
  New York, New York


            We hereby consent to the incorporation by reference in this Form S-8
Registration  Statement of our report  dated March 6, 1997,  except as to Note 5
for  which the date is April 8, 1997 on the  consolidated  financial  statements
included or incorporated by reference in the Netsmart Technologies,  Inc. annual
report on Form 10K for the year ended December 31, 1996.


                                          MOORE STEPHENS, P.C.
                                          Certified Public Accountants.

Cranford, New Jersey
May 30, 1997


50825-1
                                         8

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18291}]
{"company-data": {"conformed-name": "NETSMART TECHNOLOGIES INC", "cik": "0001011028", "assigned-sic": "7374", "irs-number": "133680154", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-28287", "film-number": "97618162"}, "business-address": {"street1": "146 NASSAU AVE", "city": "ISLIP", "state": "NY", "zip": "11751", "phone": "5169682000"}, "mail-address": {"street1": "146 NASSAU AVE", "street2": "146 NASSAU AVE", "city": "ISLIP", "state": "NY", "zip": "11751"}}
As filed with the Securities and Exchange Commission on                , 1997
                                                         ---------------
                  Registration No. 333 -
------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          NETSMART TECHNOLOGIES, INC.
            (Exact name of registrant as specified in its charter)

              Delaware                                    13-3680154
      (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)                  Identification No.)

      146 Nassau Avenue, Islip, N.Y.                          11751
      (Address of Principal Executive Offices)             (Zip Code)

                         1993 Long Term Incentive Plan
                             (Full title of  Plan)

                            Asher S. Levitsky P.C.
                         Esanu Katsky Korins & Siger
                               605 Third Avenue
                              New York, NY 10158
                                (212) 953-6000
(Name, address and telephone number, including area code of agent for service)

                                  Copies to:

                  Lewis S. Schiller, Chief Executive Officer
                          Netsmart Technologies, Inc.
                               146 Nassau Avenue
                               Islip, NY  11751
                                (516) 968-2000
                              Fax:  (516) 968-2123

                       CALCULATION OF REGISTRATION FEE

                                   Proposed        Proposed
 Title of securities                maximum         maximum
     to be         Amount to be  offering price    aggregate      Amount of
 registered         registered      per unit1   offering price  registration fee
 Common Stock,      511,0002       $0.878        $448,834.97      $136.01
$.01 par value ...

1     Estimated solely for the purpose of calculating the  registration  fee, in
      accordance with Rule 457(c), promulgated under the Securities Act of 1933,
      as amended,  on the basis of the  average  exercise  price of  outstanding
      options and closing  price of the Common Stock on May 15, 1997,  which was
      $4.00 per share, for the options available for grant.

2     Pursuant to Rule 416, there are also being registered additional shares of
      Common Stock as may be required pursuant to the antidilution provisions of
      Registrant's 1993 Long Term Incentive Plan (the "Plan").

50819
                                      1
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

      The documents containing the information  specified in this Item 1 will be
sent or given to employees,  directors or other participants in the Plan, as the
case may be, as specified by Rule 428(b)(1) under the Securities Act of 1933, as
amended  (the  "Act").  In  accordance  with the  rules and  regulations  of the
Securities and Exchange  Commission (the  "Commission")  and the instructions to
Form S-8, such documents are not being filed with the Commission  either as part
of this registration statement (the "Registration Statement") or as prospectuses
or prospectus supplements pursuant to Rule 424 under the Act.

Item 2.  Registrant Information and Employee Plan Annual Information.

      The documents containing the information  specified in this Item 2 will be
sent or given to employees,  directors or other participants in the Plan, as the
case may be, as specified by Rule  428(b)(1)  under the Act. In accordance  with
the rules and  regulations of the Commission and the  instructions  to Form S-8,
such  documents are not being filed with the  Commission  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Act.

50819
                                      1
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The following  documents filed with the Commission are hereby incorporated
by reference in this Registration Statement:

      (a)   The Registrant's Annual Report on Form 10-K for the fiscal year 
ended December 31, 1996; and

      (b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997.

      In addition,  all documents  subsequently filed with the Commission by the
Registrant  pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Securities
Exchange Act of 1934, as amended,  (the "Exchange Act") prior to the filing of a
post-effective amendment which indicates that all securities offered herein have
been sold or which  de-registers 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 respective dates of filing of such documents.

Item 4Description of Securities.

      Each share of the Registrant's Common Stock, par value $.01 per share (the
"Common Stock"), currently outstanding is fully paid and nonassessable.  Holders
of Common  Stock are  entitled  to one vote for each share held of record on all
matters  submitted  to a vote of  stockholders.  Holders  of  Common  Stock  are
entitled to share in such  dividends as the Board of Directors of the Registrant
(the "Board of Directors"),  in its  discretion,  may declare from funds legally
available.  In the event of liquidation,  each outstanding share of Common Stock
entitles its holder to participate ratably in the assets remaining after payment
of liabilities.

      Stockholders  have no  preemptive  or other  rights  to  subscribe  for or
purchase  additional  shares of any class of stock or of any  securities  of the
Registrant,  and there are no redemption or sinking fund  provisions with regard
to the Common  Stock.  Holders  of Common  Stock do not have  cumulative  voting
rights.

      The Registrant's  certificate of incorporation  authorizes the issuance of
so-called  "blank check"  preferred stock with the Board of Directors having the
right to determine the designations,  rights,  preferences and privileges of the
holders of one or more series of Preferred Stock of the Registrant. Accordingly,
the Board of Directors is  empowered,  without  stockholder  approval,  to issue
Preferred Stock with voting, dividend,  conversion,  liquidation or other rights
which could adversely affect the voting power and equity interest of the holders
of Common Stock.  The Preferred  Stock,  which could be issued with the right to
more than one vote per share,  could be  utilized  as a method of  discouraging,
delaying or preventing a change of control of the Registrant.

Item 5Interest of Named Experts and Counsel.

            None.

Item 6.     Indemnification of Directors and Officers.

      Section 145 of the Delaware General  Corporation Law and Article EIGHTH of
the   Registrant's   Restated   Certificate   of   Incorporation   provide   for
indemnification  of  directors  and  officers of the  Registrant  under  certain
circumstances.

Item 7Exemption from Registration Claimed.

            Not applicable.

Item  Undertakings.

      (a)   The undersigned Registrant hereby undertakes:

50819
                                      2
(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 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 (a)(1)(i) and (a)(1)(ii) do
                  not apply if the  information  required  to be  included  in a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic  reports filed with or furnished to the Commission 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
                  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.

            (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 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.

      (c) Insofar as indemnification  for liabilities  arising under the 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 Commission  such  indemnification  is against
public policy as expressed in the 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 Act and
will be governed by the final adjudication of such issue.

50819
                                      3
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
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  Islip,  State of New York on this  30th day of May,
1997.

                                    NETSMART TECHNOLOGIES, INC.

                                    /s/ Lewis S. Schiller
                                    Lewis S. Schiller
                                    Chief Executive Officer

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby authorizes Lewis S. Schiller as his true and lawful  attorney-in-fact and
agent,  with full power of substitution  and  resubstitution  for him and in his
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 other  documents  in  connection
therewith, with the Commission.

      Signature                     Title                  Date

/s/ Lewis S. Schiller               Chairman of the Board         May 30 , 1997
------------------------------------
Lewis S. Schiller                   Chief Executive Officer
                                    and  Director
                                   (Principal Executive
                                    Officer)

/s/ Anthony F. Grisanti             Chief Financial Officer       May 30 , 1997
------------------------------------
Anthony F. Grisanti                Treasurer and Secretary
                                  (Principal Financial and
                                   Accounting Officer)

/s/ James L. Conway                 Director                      May 30 , 1997
------------------------------------
James L. Conway

/s/ Leonard M. Luttinger            Director                      May 30 , 1997
------------------------------------
Leonard M. Luttinger

/s/ John F. Phillips                Director                      May 30 , 1997
------------------------------------        --
John F. Phillips

/s/ Storm R. Morgan                 Director                      May 30 , 1997
------------------------------------
Storm R. Morgan

50819
                                      4
INDEX TO EXHIBITS

         Exhibit Nos.            Description of Exhibits

     **     3.1               Restated Certificate of Incorporation, as amended.

     *      5.1               Opinion of Esanu Katsky Korins & Siger.

     **    10.7               The Registrant's 1993 Long Term Incentive Plan.

     *     23.1               Consent of Moore Stephens, P.C.

     *     23.2               Consent of Esanu Katsky Korins & Siger (included 
                              in Exhibit 5.1).

     *     Filed herewith.
     **    Incorporated by reference to the Registration Statement 333-2550 on 
           Form S-1.

50819
                                      5
Exhibit 5.1

                     Letterhead of Esanu Katsky Korins & Siger

                                    May 29, 1997

Netsmart Technologies, Inc.                                            13146-02
146 Nassau Avenue
Islip, New York  11751

            Re:   Registration Statement on Form S-8

Gentlemen:

            This  opinion  is  delivered  in  connection  with the  Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act of
1933,  as amended (the  "Act"),  being filed by Netsmart  Technologies,  Inc., a
Delaware   corporation  (the  "Company"),   with  the  Securities  and  Exchange
Commission for  registration  of 511,000  shares of the Company's  common stock,
$.01 par value per share (the "Common Stock")issuable pursuant to the Company's
1993 Long-Term Incentive Plan (the "Plan").

            We have examined the  originals,  photocopies,  certified  copies or
other evidence of such records of the Company,  certificates  of officers of the
Company and public officials, and other documents as we have deemed relevant and
necessary as a basis for the opinion hereinafter expressed. In such examination,
we have assumed the  genuineness  of all  signatures,  the  authenticity  of all
documents   submitted  to  us  as  certified   copies  or  photocopies  and  the
authenticity of the originals of such latter documents.

            Based on our examination mentioned above, we are of the opinion that
the  shares  of Common  Stock  being  registered  pursuant  to the  Registration
Statement,  when duly issued  against  receipt of the specified  purchase  price
therefor in accordance  with the Company's 1993 Long Term Incentive  Plan, as in
effect on the date hereof, will be legally issued, fully paid and nonassessable.

50825-1
                                         6
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

 .

                                          Very truly yours,

                                          ESANU KATSKY KORINS & SIGER

50825-1
                                         7
Exhibit 23.1

                 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders of
  Netsmart Technologies, Inc.
  New York, New York

            We hereby consent to the incorporation by reference in this Form S-8
Registration  Statement of our report  dated March 6, 1997,  except as to Note 5
for  which the date is April 8, 1997 on the  consolidated  financial  statements
included or incorporated by reference in the Netsmart Technologies,  Inc. annual
report on Form 10K for the year ended December 31, 1996.

                                          MOORE STEPHENS, P.C.
                                          Certified Public Accountants.

Cranford, New Jersey
May 30, 1997

50825-1
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