As filed with the Securities and Exchange Commission on December 15, 1999
                                                     Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                              --------------------
                         HEALTHCARE SERVICES GROUP, INC.

          Pennsylvania                                23-2018365
 (State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                    Identification No.)

         3220 Tillman Drive
Glenview Corporate Center, Suite 300                      19020
         Bensalem, Pennsylvania                   (Zip Code)
(Address of principal executive offices)

                          Employee Stock Purchase Plan
                           Deferred Compensation plan
                         Retirement (401-K) Savings Plan
                            (Full Title of the Plan)

                               Daniel P. McCartney
                      Chairman and Chief Executive Officer
                         Healthcare Services Group, Inc.
                               3220 Tillman Drive,
                      Glenview Corporate Center, Suite 300
                          Bensalem, Pennsylvania 19020
                     (Name and Address of agent for service)

                                 (215) 639-4274
          (Telephone number, including area code, of agent for service)

                                 With a copy to:
                           Victor M. Rosenzweig, Esq.
                 Olshan Grundman Frome Rosenzweig & Wolosky LLP
                                 505 Park Avenue
                            New York, New York 10022
                                 (212) 753-7200

            Approximate date of proposed sales pursuant to the plan:
   From time to time after the effective date of this registration statement.


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

                                                         Proposed             Proposed
                                                          maximum              maximum
    Title of                         Amount              offering             aggregate           Amount of
   securities                         to be                price              offering           registration
to be registered                   registered            per share              price                fee
-----------------------------------------------------------------------------------------------------------
  Common Stock
$.01 par value
<S>                                 <C>                   <C>                <C>                  <C>
(1)(2)                              1,100,000             $3.375             $3,712,500           $1,032.75
-----------------------------------------------------------------------------------------------------------
Deferred                               --                  100%             $4,000,000(4)         $1,112.00
Compensation
Obligations (3)
===========================================================================================================
</TABLE>
<PAGE>

(1) There are also  registered  hereby  such  indeterminate  number of shares of
Common  Stock  as  may  become  issuable  by  reason  of  the  operation  of the
anti-dilution  or certain other  provisions of the Employee  Stock Purchase Plan
(the "Stock Purchase Plan"),  the Deferred  Compensation Plan and the Retirement
(401-K)  Savings Plan ("401-k  Plan",  and together with the Stock Purchase Plan
and the Deferred  Compensation  Plan, the "Three  Company  Plans") of Healthcare
Services Group, Inc. (the "Company").

(2) Pursuant to Rule 457(g) and (h), the offering price for the shares which may
be issued under the Three Company  Plans is estimated  solely for the purpose of
determining the registration fee and is based on the average of the high and low
prices of the Company's Common Stock ($3.375) as reported by the Nasdaq National
Market on December 9, 1999.

(3) The Deferred Compensation Obligations being registered are general unsecured
obligations  of the  Company  to pay  deferred  compensation  in the  future  to
participating  members of a select group of management or other key employees in
accordance with the terms of the Deferred Compensation Plan.

(4) Estimated solely for purposes of determining the registration fee.




<PAGE>
                                     PART I


              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


               The documents  containing the information  specified in Part I of
Form S-8 (Plan information and Registrant  information) will be sent or given to
employees as  specified by Rule  428(b)(1)  of the  Securities  Act of 1933,  as
amended  (the  "Securities  Act").  Such  documents  need not be filed  with the
Securities and Exchange Commission either as part of this Registration Statement
or as  prospectuses  or  prospectus  supplements  pursuant  to  Rule  424 of the
Securities  Act. These  documents,  which include the statement of  availability
required by Item 2 of Form S-8, and the documents  incorporated  by reference in
this  Registration  Statement  pursuant  to Item 3 of Form S-8 (part II hereof),
taken together,  constitute a prospectus that meets the  requirements of Section
10(a) of the Securities Act.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

               The following  documents  filed with the  Securities and Exchange
Commission (the  "Commission")  are incorporated  herein by reference and made a
part hereof:

                    (a)   Healthcare   Services   Group,   Inc.'s   consolidated
               (including its  subsidiaries)  (the  "Company")  Annual Report on
               Form 10-K for the fiscal year ended December 31, 1998;

                    (b) The  Company's  Quarterly  Reports  on Form 10-Q for the
               quarters  ended March 31, 1999,  June 30, 1999 and  September 30,
               1999; and

                    (c) The description of the Company's securities contained in
               the Company's  Registration Statement on Form 8-A filed April 30,
               1984.

               All reports and other documents subsequently filed by the Company
pursuant to Sections 13, 14 and 15(d) of the




<PAGE>

Securities  Exchange  Act  of  1934,  as  amended,  prior  to  the  filing  of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities  remaining unsold, shall be deemed
to be incorporated by reference  herein and to be a part hereof from the date of
the filing of such reports and documents.

Item 4.        Description of Securities underlying the Deferred
               Compensation Plan.

               The Company's Deferred Compensation Plan was adopted by the Board
of  Directors of the Company on July 20, 1999 to provide  additional  retirement
benefits to a select group of  management  or certain other key employees of the
Company  who  have  devoted  extraordinary  service  to the  Company  (the  "Key
Employees") and to ensure the retention of their  services.  Each calendar year,
every Key Employee who wishes to participate in the Deferred  Compensation  Plan
(each a "Key Employee  Participant",  collectively "Key Employee  Participants")
may  irrevocably  elect to defer the receipt of up to 15% of his or her Earnings
for any calendar year during the term of his  employment  with the Company.  For
purposes  of  this  Item  4,  Earnings  refer  to a  Key  Employee's  total  W-2
compensation  earned with  respect to  services  rendered to or on behalf of the
Company,  exclusive of income  attributable to the exercise of stock options and
the receipt of automobile allowances.

               A Trust  for the  purpose  of  receiving  contributions  from the
Company  and  retaining  such  contributions  (and  the  proceeds  thereon  from
investments,  including the proceeds of any life insurance policies owned by the
trust,  if any) as a source  of funds to  assist  the  Company  in  meeting  its
obligations  to provide the  benefits of the Plan shall be set-up with PNC Bank,
N.A. as Trustee, pursuant to a Trust Agreement. The Company shall contribute and
allocate to each Key Employee  Participant's account, as of the last day of each
calendar year, the number of full shares of Common Stock of the Company obtained
by dividing (a) an amount equal to  twenty-five  (25%)  percent of the amount of
compensation deferred by the Key Employee Participant for such calendar year, as
embodied in the Salary  Deferral  Election  form  completed  by the Key Employee
Participant  at the beginning of each calendar  year, by (b) the Market Price of
the Company's  Common Stock on the last date of the calendar  year. For purposes
of this Item 4,  Market  Price  shall mean the  Closing  price of the  Company's
Common Stock on the last day of the calendar  year or if there was no trading of
the Company's  Common Stock on such date, the Closing price on the nearest prior
business date on which trading occurred on a recognized  securities exchange. To
be

                                       -2-

<PAGE>

eligible to receive an allocation of Common  Stock,  a Key Employee  Participant
must be employed by the Company on the last date of the calendar  year for which
the allocation is to be made.

               The  obligations  of the Company under the Deferred  Compensation
Plan  (the  "Deferred  Compensation  Obligations")  will  be  general  unsecured
obligations of the Company to pay deferred  compensation from its general assets
in  the  future  to  Key  Employee   Participants.   The  Deferred  Compensation
Obligations  will be  denominated  and payable in United States dollars and will
rank pari passu with other  unsecured  and  unsubordinated  indebtedness  of the
Company which from time to time will be outstanding.

               No payment under the Deferred  Compensation Plan shall be subject
to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or
charge,  voluntary  or  involuntary.  Any  attempt  to  dispose of any rights to
benefits payable under the Deferred Compensation Plan shall be void.

               The  Deferred   Compensation   Obligations  are  not  subject  to
redemption,  in whole or in part, prior to the individual payment dates selected
by the Key  Employee  Participants,  except the Key  Employee  Participants  may
withdraw  all or a portion of the value of their  Plan  accounts  under  certain
specified  circumstances.  The Company  reserves the right to amend or terminate
the Plan at anytime.

               The total amount of the Deferred  Compensation  Obligation is not
determinable   because  the  amount  will  vary  depending  upon  the  level  of
participation  by Key Employees and the amounts of their Earnings.  The duration
of the Deferred  Compensation Plan is indefinite and is subject to the Company's
termination.  The Deferred  Compensation  Obligations are not  convertible  into
another security of the Company. The Deferred Compensation  Obligations will not
have the  benefit  of a negative  pledge or any other  affirmative  or  negative
covenant  on the part of the  Company.  Each Key  Employee  Participant  will be
responsible for acting  independently  with respect to, among other things,  the
giving  of  notices,  responding  to  any  requests  for  consents,  waivers  or
amendments  pertaining  to  the  Deferred  Compensation  Obligations,  enforcing
covenants and taking action upon a default by the Company.

Item 5.  Interest of Named Experts and Counsel

         Not Applicable.


                                       -3-

<PAGE>
Item 6.  Indemnification of Officers and Directors

               Sections  1741 through 1750 of  Subchapter C of Chapter 17 of the
Pennsylvania  Business Corporation Law (the "BCL") contain,  among other things,
provisions for mandatory and  discretionary  indemnification  of a corporation's
directors, officers and other personnel.

               Under Section 1741,  unless otherwise  limited by its by-laws,  a
corporation  has the power to indemnify  directors  and officers  under  certain
prescribed   circumstances   against  expenses   (including   attorney's  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection  with a  threatened,  pending or completed  action or  proceeding,
whether civil, criminal,  administrative or investigative,  to which any of them
is a  party  or  threatened  to be  made  a  party  by  reason  of his  being  a
representative, director or officer of the corporation or serving at the request
of the  corporation as a  representative  of another  corporation,  partnership,
joint  venture,  trust or other  enterprise,  if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the corporation and, with respect to any criminal proceeding,  had no reasonable
cause to believe his  conduct was  unlawful.  The  termination  of any action or
proceeding by judgment,  order,  settlement or conviction or upon a plea of nolo
contendere or its  equivalent  does not of itself create a presumption  that the
person did not act in good faith and in a manner that he reasonably  believed to
be in, or not  opposed  to, the best  interests  of the  corporation  and,  with
respect to any criminal  proceeding,  had  reasonable  cause to believe that his
conduct was unlawful.

               Section  1742  provides  for  indemnification   with  respect  to
derivative   actions  similar  to  that  provided  by  Section  1741.   However,
indemnification  is not provided  under  Section 1742 with respect to any claim,
issue or matter as to which a director or officer has been adjudged to be liable
to the  corporation  unless  and  only  to the  extent  that  the  proper  court
determines upon application  that,  despite the adjudication of liability but in
view of all of the  circumstances  of the case,  a director or officer is fairly
and  reasonably  entitled to  indemnity  for the  expenses  that the court deems
proper.

               Section 1743 provides that  indemnification  against  expenses is
mandatory to the extent that the director or officer has been  successful on the
merits or otherwise in defense of any such action or  proceeding  referred to in
Section 1741 or 1742.



                                       -4-

<PAGE>
               Section  1744  provides  that  unless  ordered  by a  court,  any
indemnification  under Section 1741 or 1742 shall be made by the  corporation as
authorized in the specific case upon a  determination  that  indemnification  of
directors  and  officers  is proper  because  the  director  or officer  met the
applicable standard of conduct, and such determination will be made by the board
of  directors  by a majority  vote of a quorum of  directors  not parties to the
action or  proceeding;  if a quorum is not  obtainable  or if  obtainable  and a
majority of disinterested directors so directs, by independent legal counsel; or
by the shareholders.

               Section 1745  provides  that  expenses  incurred by a director or
officer in defending any action or proceeding  referred to in the Subchapter may
be paid by the corporation in advance of the final disposition of such action or
proceeding  upon receipt of an  undertaking  by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation.

               Section 1746 provides generally that except in any case where the
act or failure to act giving rise to the claim for indemnification is determined
by  a  court  to  have  constituted  willful  misconduct  or  recklessness,  the
indemnification and advancement of expenses provided by the Subchapter shall not
be deemed  exclusive of any other rights to which a director or officer  seeking
indemnification  or  advancement  of expenses  may be entitled  under any bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, both as
to action in his official  capacity and as to action in another  capacity  while
holding that office.

               Section 1747 also grants a corporation  the power to purchase and
maintain  insurance on behalf of any director or officer  against any  liability
incurred  by him in his  capacity  as  officer or  director,  whether or not the
corporation  would have the power to indemnify him against the  liability  under
this Subchapter of the BCL.

               Sections 1748 and 1749 apply the  indemnification and advancement
of expenses  provisions  contained in the  Subchapter to successor  corporations
resulting  from   consolidation,   merger  or  division  and  to  service  as  a
representative of a corporation or an employee benefit plan.

               The foregoing provisions  substantially overlap the provisions of
the Pennsylvania  Directors' Liability Act, 42 Pa. C.S. ss. 8365, which are also
applicable to the Company.


                                       -5-

<PAGE>
               Article XI of the Company's By-laws  provides,  in part, that the
Company shall  indemnify its  directors,  officers,  employees and agents to the
fullest extent permitted by the BCL.

               Article XII of the Company's By-laws provides, in part, that:

                    "A Director shall not be liable for monetary damages as such
               for any action taken, or any failure to take action,  unless (1):
               the  director has breached or failed to perform the duties of his
               office  under  Section  8363  of  the  Pennsylvania  Consolidated
               Statutes  and  the  breach  or  failure  to  perform  constitutes
               self-dealing,  willful  misconduct  or  recklessness;   provided,
               however,  that  the  foregoing  provision  shall  not  relieve  a
               director of responsibility or liability of a director pursuant to
               any  criminal  statute or for the  payment of taxes  pursuant  to
               local, state or Federal law."

               The  Company  has  purchased   director  and  officer   liability
insurance for its directors and officers.

Item 7.  Exemption from Registration Claimed

               Not applicable.

Item 8.  Exhibits

                4(a)   -   Form of Employee Stock Purchase Plan

                4(b)   -   Form of Deferred Compensation Plan

                5      -   Opinion of Olshan Grundman Frome Rosenzweig & Wolosky
                           LLP.

               23(a)  -    Consent of Grant Thornton LLP, independent auditors.

               23(b)   -   Consent of Olshan Grundman Frome Rosenzweig & Wolosky
                           LLP (included in its opinion filed as Exhibit 5).

               24      -   Powers of Attorney (included on page 9).



                                       -6-

<PAGE>
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 of 1933;

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

                  (2)   That,  for the  purposes of  determining  any  liability
                        under   the   Securities   Act  of   1933,   each   such
                        post-effective  amendment  shall be  deemed  to be a new
                        registration   statement   relating  to  the  securities
                        offered therein,  and the offering of such securities at
                        that time  shall be deemed to be the  initial  bona fide
                        offering thereof; and

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


                                       -7-

<PAGE>
            B.    The  undersigned   registrant   hereby  undertakes  that,  for
                  purposes of determining any liability under the Securities Act
                  of  1933,  each  filing  of  the  registrant's  annual  report
                  pursuant to Section 13(a) or 15(d) of the Securities  Exchange
                  Act of 1934 (and, where applicable, each filing of an employee
                  benefit plan's annual report  pursuant to Section 15(d) of the
                  Securities  Exchange  Act of  1934)  that is  incorporated  by
                  reference in this Registration Statement shall be deemed to be
                  a  new  registration  statement  relating  to  the  securities
                  offered  therein,  and the offering of such securities at that
                  time  shall be deemed  to be the  initial  bona fide  offering
                  thereof.

            C.    Insofar as indemnification  for liabilities  arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and  controlling  persons of the  registrant  pursuant  to the
                  foregoing  provisions,  or otherwise,  the registrant has been
                  advised  that in the opinion of the  Securities  and  Exchange
                  Commission  such  indemnification  is against public policy as
                  expressed  in the  Securities  Act of 1933 and is,  therefore,
                  unenforceable.  In the event that a claim for  indemnification
                  against  such  liabilities  (other  than  the  payment  by the
                  registrant of expenses incurred or paid by a director, officer
                  or  controlling  person of the  registrant  in the  successful
                  defense of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being  registered,  the registrant will,  unless in
                  the opinion of its  counsel  the matter has been  settled by a
                  controlling  precedent,  submit  to  a  court  of  appropriate
                  jurisdiction the question whether such  indemnification  by it
                  is against public policy as expressed in the Securities Act of
                  1933 and will be  governed by the final  adjudication  of such
                  issue.

            D.    The  undersigned  registrant  hereby  undertakes to deliver or
                  cause to be delivered with the  prospectus,  to each person to
                  whom  the   prospectus  is  sent  or  given,  a  copy  of  the
                  registrant's  latest  annual  report to  stockholders  that is
                  incorporated  by reference  in the  prospectus  and  furnished
                  pursuant to and meeting the requirements of Rule 14a-3 or Rule
                  14c-3 under the  Securities  Exchange Act of 1934;  and, where
                  interim  financial  information  required to be  presented  by
                  Article 3 of Regulation S-X is not set forth in the

                                       -8-

<PAGE>
                  prospectus,  to  deliver,  or  cause to be  delivered  to each
                  person to whom the  prospectus  is sent or given,  the  latest
                  quarterly   report  that  is   specifically   incorporated  by
                  reference in the prospectus to provide such interim  financial
                  information.

                                       -9-

<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
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 Huntingdon,  State of Pennsylvania,  on December 15,
1999.

                       HEALTHCARE SERVICES GROUP, INC.
                       (Registrant)

                         /s/ Daniel P. McCartney
                       ---------------------------------------------------------
                       Daniel P. McCartney, Chief Executive Officer and Chairman

                       POWER OF ATTORNEYS AND SIGNATORIES

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 date  indicated.  Each of the  undersigned  officers  and
directors of Healthcare  Services Group,  Inc.  hereby  constitutes and appoints
Daniel  P.  McCartney  and  Thomas A Cook and each of them  singly,  as true and
lawful  attorneys-in-fact  and  agents  with  full  power  of  substitution  and
resubstitution,  for him in his name 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  Securities  and Exchange  Commission and to
prepare  any and  all  exhibits  thereto,  and  other  documents  in  connection
therewith,  and to make any applicable state securities law or blue sky filings,
granting unto said  attorneys-in-fact and agents, full power and authority to do
and perform  each and every act and thing  requisite  or necessary to be done to
enable  Healthcare  Services  Group,  Inc. to comply with the  provisions of the
Securities Act of 1933, as amended,  and all  requirements of the Securities and
Exchange  Commission,  as fully to all intents and purposes as he might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents,  or their substitute or substitutes,  may lawfully do or cause to be
done by virtue hereof.

    Signature                          Title                        Date
    ---------                          -----                        ----

/s/ Daniel P. McCartney       Chief Executive Officer and      December 15, 1999
---------------------------   Chairman
Daniel P. McCartney

/s/ Thomas A. Cook
---------------------------   Director and President           December 15, 1999
Thomas A. Cook


/s/ W. Thacher Longstreth
---------------------------   Director                         December 15, 1999
W. Thacher Longstreth

/s/ Barton D. Weisman
---------------------------   Director                         December 15, 1999
Barton D. Weisman

/s/ Robert L. Frome
---------------------------   Director                         December 15, 1999
Robert L. Frome

/s/ John M. Briggs
---------------------------   Director                         December 15, 1999
John M. Briggs

/s/ Robert J. Moss
---------------------------   Director                         December 15, 1999
Robert J. Moss


/s/ Joseph F. McCartney       Director and Divisional Vice     December 15, 1999
---------------------------   President
Joseph F. McCartney


/s/ James L. DiStefano
---------------------------   Chief Financial Officer          December 15, 1999
James L. DiStefano            and Treasurer

/s/  Richard W. Hudson        Vice President - Finance         December 15, 1999
---------------------------   and Secretary (Principal
Richard W. Hudson             Accounting Officer)


                                      -10-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 29961}]
{"company-data": {"conformed-name": "HEALTHCARE SERVICES GROUP INC", "cik": "0000731012", "assigned-sic": "7340", "irs-number": "232018365", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92835", "film-number": "99775365"}, "business-address": {"street1": "2643 HUNTINGDON PIKE", "city": "HUNTINGDON VALLEY", "state": "PA", "zip": "19006", "phone": "2159381661"}, "mail-address": {"street1": "2643 HUNTINGDON PIKEE", "city": "HUNTINGDON VALLEY", "state": "PA", "zip": "19006"}}
As filed with the Securities and Exchange Commission on December 15, 1999
                                                     Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                              --------------------
                         HEALTHCARE SERVICES GROUP, INC.

          Pennsylvania                                23-2018365
 (State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                    Identification No.)

         3220 Tillman Drive
Glenview Corporate Center, Suite 300                      19020
         Bensalem, Pennsylvania                   (Zip Code)
(Address of principal executive offices)

                          Employee Stock Purchase Plan
                           Deferred Compensation plan
                         Retirement (401-K) Savings Plan
                            (Full Title of the Plan)

                               Daniel P. McCartney
                      Chairman and Chief Executive Officer
                         Healthcare Services Group, Inc.
                               3220 Tillman Drive,
                      Glenview Corporate Center, Suite 300
                          Bensalem, Pennsylvania 19020
                     (Name and Address of agent for service)

                                 (215) 639-4274
          (Telephone number, including area code, of agent for service)

                                 With a copy to:
                           Victor M. Rosenzweig, Esq.
                 Olshan Grundman Frome Rosenzweig & Wolosky LLP
                                 505 Park Avenue
                            New York, New York 10022
                                 (212) 753-7200

            Approximate date of proposed sales pursuant to the plan:
   From time to time after the effective date of this registration statement.

                         CALCULATION OF REGISTRATION FEE
Proposed             Proposed
                                                          maximum              maximum
    Title of                         Amount              offering             aggregate           Amount of
   securities                         to be                price              offering           registration
to be registered                   registered            per share              price                fee
-----------------------------------------------------------------------------------------------------------
  Common Stock
$.01 par value
(1)(2)                              1,100,000             $3.375             $3,712,500           $1,032.75
-----------------------------------------------------------------------------------------------------------
Deferred                               --                  100%             $4,000,000(4)         $1,112.00
Compensation
Obligations (3)
===========================================================================================================
(1) There are also  registered  hereby  such  indeterminate  number of shares of
Common  Stock  as  may  become  issuable  by  reason  of  the  operation  of the
anti-dilution  or certain other  provisions of the Employee  Stock Purchase Plan
(the "Stock Purchase Plan"),  the Deferred  Compensation Plan and the Retirement
(401-K)  Savings Plan ("401-k  Plan",  and together with the Stock Purchase Plan
and the Deferred  Compensation  Plan, the "Three  Company  Plans") of Healthcare
Services Group, Inc. (the "Company").

(2) Pursuant to Rule 457(g) and (h), the offering price for the shares which may
be issued under the Three Company  Plans is estimated  solely for the purpose of
determining the registration fee and is based on the average of the high and low
prices of the Company's Common Stock ($3.375) as reported by the Nasdaq National
Market on December 9, 1999.

(3) The Deferred Compensation Obligations being registered are general unsecured
obligations  of the  Company  to pay  deferred  compensation  in the  future  to
participating  members of a select group of management or other key employees in
accordance with the terms of the Deferred Compensation Plan.

(4) Estimated solely for purposes of determining the registration fee.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

               The documents  containing the information  specified in Part I of
Form S-8 (Plan information and Registrant  information) will be sent or given to
employees as  specified by Rule  428(b)(1)  of the  Securities  Act of 1933,  as
amended  (the  "Securities  Act").  Such  documents  need not be filed  with the
Securities and Exchange Commission either as part of this Registration Statement
or as  prospectuses  or  prospectus  supplements  pursuant  to  Rule  424 of the
Securities  Act. These  documents,  which include the statement of  availability
required by Item 2 of Form S-8, and the documents  incorporated  by reference in
this  Registration  Statement  pursuant  to Item 3 of Form S-8 (part II hereof),
taken together,  constitute a prospectus that meets the  requirements of Section
10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

               The following  documents  filed with the  Securities and Exchange
Commission (the  "Commission")  are incorporated  herein by reference and made a
part hereof:

                    (a)   Healthcare   Services   Group,   Inc.'s   consolidated
               (including its  subsidiaries)  (the  "Company")  Annual Report on
               Form 10-K for the fiscal year ended December 31, 1998;

                    (b) The  Company's  Quarterly  Reports  on Form 10-Q for the
               quarters  ended March 31, 1999,  June 30, 1999 and  September 30,
               1999; and

                    (c) The description of the Company's securities contained in
               the Company's  Registration Statement on Form 8-A filed April 30,
               1984.

               All reports and other documents subsequently filed by the Company
pursuant to Sections 13, 14 and 15(d) of the
Securities  Exchange  Act  of  1934,  as  amended,  prior  to  the  filing  of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities  remaining unsold, shall be deemed
to be incorporated by reference  herein and to be a part hereof from the date of
the filing of such reports and documents.

Item 4.        Description of Securities underlying the Deferred
               Compensation Plan.

               The Company's Deferred Compensation Plan was adopted by the Board
of  Directors of the Company on July 20, 1999 to provide  additional  retirement
benefits to a select group of  management  or certain other key employees of the
Company  who  have  devoted  extraordinary  service  to the  Company  (the  "Key
Employees") and to ensure the retention of their  services.  Each calendar year,
every Key Employee who wishes to participate in the Deferred  Compensation  Plan
(each a "Key Employee  Participant",  collectively "Key Employee  Participants")
may  irrevocably  elect to defer the receipt of up to 15% of his or her Earnings
for any calendar year during the term of his  employment  with the Company.  For
purposes  of  this  Item  4,  Earnings  refer  to a  Key  Employee's  total  W-2
compensation  earned with  respect to  services  rendered to or on behalf of the
Company,  exclusive of income  attributable to the exercise of stock options and
the receipt of automobile allowances.

               A Trust  for the  purpose  of  receiving  contributions  from the
Company  and  retaining  such  contributions  (and  the  proceeds  thereon  from
investments,  including the proceeds of any life insurance policies owned by the
trust,  if any) as a source  of funds to  assist  the  Company  in  meeting  its
obligations  to provide the  benefits of the Plan shall be set-up with PNC Bank,
N.A. as Trustee, pursuant to a Trust Agreement. The Company shall contribute and
allocate to each Key Employee  Participant's account, as of the last day of each
calendar year, the number of full shares of Common Stock of the Company obtained
by dividing (a) an amount equal to  twenty-five  (25%)  percent of the amount of
compensation deferred by the Key Employee Participant for such calendar year, as
embodied in the Salary  Deferral  Election  form  completed  by the Key Employee
Participant  at the beginning of each calendar  year, by (b) the Market Price of
the Company's  Common Stock on the last date of the calendar  year. For purposes
of this Item 4,  Market  Price  shall mean the  Closing  price of the  Company's
Common Stock on the last day of the calendar  year or if there was no trading of
the Company's  Common Stock on such date, the Closing price on the nearest prior
business date on which trading occurred on a recognized  securities exchange. To
be

                                       -2-
eligible to receive an allocation of Common  Stock,  a Key Employee  Participant
must be employed by the Company on the last date of the calendar  year for which
the allocation is to be made.

               The  obligations  of the Company under the Deferred  Compensation
Plan  (the  "Deferred  Compensation  Obligations")  will  be  general  unsecured
obligations of the Company to pay deferred  compensation from its general assets
in  the  future  to  Key  Employee   Participants.   The  Deferred  Compensation
Obligations  will be  denominated  and payable in United States dollars and will
rank pari passu with other  unsecured  and  unsubordinated  indebtedness  of the
Company which from time to time will be outstanding.

               No payment under the Deferred  Compensation Plan shall be subject
to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or
charge,  voluntary  or  involuntary.  Any  attempt  to  dispose of any rights to
benefits payable under the Deferred Compensation Plan shall be void.

               The  Deferred   Compensation   Obligations  are  not  subject  to
redemption,  in whole or in part, prior to the individual payment dates selected
by the Key  Employee  Participants,  except the Key  Employee  Participants  may
withdraw  all or a portion of the value of their  Plan  accounts  under  certain
specified  circumstances.  The Company  reserves the right to amend or terminate
the Plan at anytime.

               The total amount of the Deferred  Compensation  Obligation is not
determinable   because  the  amount  will  vary  depending  upon  the  level  of
participation  by Key Employees and the amounts of their Earnings.  The duration
of the Deferred  Compensation Plan is indefinite and is subject to the Company's
termination.  The Deferred  Compensation  Obligations are not  convertible  into
another security of the Company. The Deferred Compensation  Obligations will not
have the  benefit  of a negative  pledge or any other  affirmative  or  negative
covenant  on the part of the  Company.  Each Key  Employee  Participant  will be
responsible for acting  independently  with respect to, among other things,  the
giving  of  notices,  responding  to  any  requests  for  consents,  waivers  or
amendments  pertaining  to  the  Deferred  Compensation  Obligations,  enforcing
covenants and taking action upon a default by the Company.

Item 5.  Interest of Named Experts and Counsel

         Not Applicable.

                                       -3-
Item 6.  Indemnification of Officers and Directors

               Sections  1741 through 1750 of  Subchapter C of Chapter 17 of the
Pennsylvania  Business Corporation Law (the "BCL") contain,  among other things,
provisions for mandatory and  discretionary  indemnification  of a corporation's
directors, officers and other personnel.

               Under Section 1741,  unless otherwise  limited by its by-laws,  a
corporation  has the power to indemnify  directors  and officers  under  certain
prescribed   circumstances   against  expenses   (including   attorney's  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection  with a  threatened,  pending or completed  action or  proceeding,
whether civil, criminal,  administrative or investigative,  to which any of them
is a  party  or  threatened  to be  made  a  party  by  reason  of his  being  a
representative, director or officer of the corporation or serving at the request
of the  corporation as a  representative  of another  corporation,  partnership,
joint  venture,  trust or other  enterprise,  if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the corporation and, with respect to any criminal proceeding,  had no reasonable
cause to believe his  conduct was  unlawful.  The  termination  of any action or
proceeding by judgment,  order,  settlement or conviction or upon a plea of nolo
contendere or its  equivalent  does not of itself create a presumption  that the
person did not act in good faith and in a manner that he reasonably  believed to
be in, or not  opposed  to, the best  interests  of the  corporation  and,  with
respect to any criminal  proceeding,  had  reasonable  cause to believe that his
conduct was unlawful.

               Section  1742  provides  for  indemnification   with  respect  to
derivative   actions  similar  to  that  provided  by  Section  1741.   However,
indemnification  is not provided  under  Section 1742 with respect to any claim,
issue or matter as to which a director or officer has been adjudged to be liable
to the  corporation  unless  and  only  to the  extent  that  the  proper  court
determines upon application  that,  despite the adjudication of liability but in
view of all of the  circumstances  of the case,  a director or officer is fairly
and  reasonably  entitled to  indemnity  for the  expenses  that the court deems
proper.

               Section 1743 provides that  indemnification  against  expenses is
mandatory to the extent that the director or officer has been  successful on the
merits or otherwise in defense of any such action or  proceeding  referred to in
Section 1741 or 1742.

                                       -4-
Section  1744  provides  that  unless  ordered  by a  court,  any
indemnification  under Section 1741 or 1742 shall be made by the  corporation as
authorized in the specific case upon a  determination  that  indemnification  of
directors  and  officers  is proper  because  the  director  or officer  met the
applicable standard of conduct, and such determination will be made by the board
of  directors  by a majority  vote of a quorum of  directors  not parties to the
action or  proceeding;  if a quorum is not  obtainable  or if  obtainable  and a
majority of disinterested directors so directs, by independent legal counsel; or
by the shareholders.

               Section 1745  provides  that  expenses  incurred by a director or
officer in defending any action or proceeding  referred to in the Subchapter may
be paid by the corporation in advance of the final disposition of such action or
proceeding  upon receipt of an  undertaking  by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation.

               Section 1746 provides generally that except in any case where the
act or failure to act giving rise to the claim for indemnification is determined
by  a  court  to  have  constituted  willful  misconduct  or  recklessness,  the
indemnification and advancement of expenses provided by the Subchapter shall not
be deemed  exclusive of any other rights to which a director or officer  seeking
indemnification  or  advancement  of expenses  may be entitled  under any bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, both as
to action in his official  capacity and as to action in another  capacity  while
holding that office.

               Section 1747 also grants a corporation  the power to purchase and
maintain  insurance on behalf of any director or officer  against any  liability
incurred  by him in his  capacity  as  officer or  director,  whether or not the
corporation  would have the power to indemnify him against the  liability  under
this Subchapter of the BCL.

               Sections 1748 and 1749 apply the  indemnification and advancement
of expenses  provisions  contained in the  Subchapter to successor  corporations
resulting  from   consolidation,   merger  or  division  and  to  service  as  a
representative of a corporation or an employee benefit plan.

               The foregoing provisions  substantially overlap the provisions of
the Pennsylvania  Directors' Liability Act, 42 Pa. C.S. ss. 8365, which are also
applicable to the Company.

                                       -5-
Article XI of the Company's By-laws  provides,  in part, that the
Company shall  indemnify its  directors,  officers,  employees and agents to the
fullest extent permitted by the BCL.

               Article XII of the Company's By-laws provides, in part, that:

                    "A Director shall not be liable for monetary damages as such
               for any action taken, or any failure to take action,  unless (1):
               the  director has breached or failed to perform the duties of his
               office  under  Section  8363  of  the  Pennsylvania  Consolidated
               Statutes  and  the  breach  or  failure  to  perform  constitutes
               self-dealing,  willful  misconduct  or  recklessness;   provided,
               however,  that  the  foregoing  provision  shall  not  relieve  a
               director of responsibility or liability of a director pursuant to
               any  criminal  statute or for the  payment of taxes  pursuant  to
               local, state or Federal law."

               The  Company  has  purchased   director  and  officer   liability
insurance for its directors and officers.

Item 7.  Exemption from Registration Claimed

               Not applicable.

Item 8.  Exhibits

                4(a)   -   Form of Employee Stock Purchase Plan

                4(b)   -   Form of Deferred Compensation Plan

                5      -   Opinion of Olshan Grundman Frome Rosenzweig & Wolosky
                           LLP.

               23(a)  -    Consent of Grant Thornton LLP, independent auditors.

               23(b)   -   Consent of Olshan Grundman Frome Rosenzweig & Wolosky
                           LLP (included in its opinion filed as Exhibit 5).

               24      -   Powers of Attorney (included on page 9).

                                       -6-
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 of 1933;

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

                  (2)   That,  for the  purposes of  determining  any  liability
                        under   the   Securities   Act  of   1933,   each   such
                        post-effective  amendment  shall be  deemed  to be a new
                        registration   statement   relating  to  the  securities
                        offered therein,  and the offering of such securities at
                        that time  shall be deemed to be the  initial  bona fide
                        offering thereof; and

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

                                       -7-
B.    The  undersigned   registrant   hereby  undertakes  that,  for
                  purposes of determining any liability under the Securities Act
                  of  1933,  each  filing  of  the  registrant's  annual  report
                  pursuant to Section 13(a) or 15(d) of the Securities  Exchange
                  Act of 1934 (and, where applicable, each filing of an employee
                  benefit plan's annual report  pursuant to Section 15(d) of the
                  Securities  Exchange  Act of  1934)  that is  incorporated  by
                  reference in this Registration Statement shall be deemed to be
                  a  new  registration  statement  relating  to  the  securities
                  offered  therein,  and the offering of such securities at that
                  time  shall be deemed  to be the  initial  bona fide  offering
                  thereof.

            C.    Insofar as indemnification  for liabilities  arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and  controlling  persons of the  registrant  pursuant  to the
                  foregoing  provisions,  or otherwise,  the registrant has been
                  advised  that in the opinion of the  Securities  and  Exchange
                  Commission  such  indemnification  is against public policy as
                  expressed  in the  Securities  Act of 1933 and is,  therefore,
                  unenforceable.  In the event that a claim for  indemnification
                  against  such  liabilities  (other  than  the  payment  by the
                  registrant of expenses incurred or paid by a director, officer
                  or  controlling  person of the  registrant  in the  successful
                  defense of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being  registered,  the registrant will,  unless in
                  the opinion of its  counsel  the matter has been  settled by a
                  controlling  precedent,  submit  to  a  court  of  appropriate
                  jurisdiction the question whether such  indemnification  by it
                  is against public policy as expressed in the Securities Act of
                  1933 and will be  governed by the final  adjudication  of such
                  issue.

            D.    The  undersigned  registrant  hereby  undertakes to deliver or
                  cause to be delivered with the  prospectus,  to each person to
                  whom  the   prospectus  is  sent  or  given,  a  copy  of  the
                  registrant's  latest  annual  report to  stockholders  that is
                  incorporated  by reference  in the  prospectus  and  furnished
                  pursuant to and meeting the requirements of Rule 14a-3 or Rule
                  14c-3 under the  Securities  Exchange Act of 1934;  and, where
                  interim  financial  information  required to be  presented  by
                  Article 3 of Regulation S-X is not set forth in the

                                       -8-
prospectus,  to  deliver,  or  cause to be  delivered  to each
                  person to whom the  prospectus  is sent or given,  the  latest
                  quarterly   report  that  is   specifically   incorporated  by
                  reference in the prospectus to provide such interim  financial
                  information.

                                       -9-
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
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 Huntingdon,  State of Pennsylvania,  on December 15,
1999.

                       HEALTHCARE SERVICES GROUP, INC.
                       (Registrant)

                         /s/ Daniel P. McCartney
                       ---------------------------------------------------------
                       Daniel P. McCartney, Chief Executive Officer and Chairman

                       POWER OF ATTORNEYS AND SIGNATORIES

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 date  indicated.  Each of the  undersigned  officers  and
directors of Healthcare  Services Group,  Inc.  hereby  constitutes and appoints
Daniel  P.  McCartney  and  Thomas A Cook and each of them  singly,  as true and
lawful  attorneys-in-fact  and  agents  with  full  power  of  substitution  and
resubstitution,  for him in his name 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  Securities  and Exchange  Commission and to
prepare  any and  all  exhibits  thereto,  and  other  documents  in  connection
therewith,  and to make any applicable state securities law or blue sky filings,
granting unto said  attorneys-in-fact and agents, full power and authority to do
and perform  each and every act and thing  requisite  or necessary to be done to
enable  Healthcare  Services  Group,  Inc. to comply with the  provisions of the
Securities Act of 1933, as amended,  and all  requirements of the Securities and
Exchange  Commission,  as fully to all intents and purposes as he might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents,  or their substitute or substitutes,  may lawfully do or cause to be
done by virtue hereof.

    Signature                          Title                        Date
    ---------                          -----                        ----

/s/ Daniel P. McCartney       Chief Executive Officer and      December 15, 1999
---------------------------   Chairman
Daniel P. McCartney

/s/ Thomas A. Cook
---------------------------   Director and President           December 15, 1999
Thomas A. Cook

/s/ W. Thacher Longstreth
---------------------------   Director                         December 15, 1999
W. Thacher Longstreth

/s/ Barton D. Weisman
---------------------------   Director                         December 15, 1999
Barton D. Weisman

/s/ Robert L. Frome
---------------------------   Director                         December 15, 1999
Robert L. Frome

/s/ John M. Briggs
---------------------------   Director                         December 15, 1999
John M. Briggs

/s/ Robert J. Moss
---------------------------   Director                         December 15, 1999
Robert J. Moss

/s/ Joseph F. McCartney       Director and Divisional Vice     December 15, 1999
---------------------------   President
Joseph F. McCartney

/s/ James L. DiStefano
---------------------------   Chief Financial Officer          December 15, 1999
James L. DiStefano            and Treasurer

/s/  Richard W. Hudson        Vice President - Finance         December 15, 1999
---------------------------   and Secretary (Principal
Richard W. Hudson             Accounting Officer)

                                      -10-