As filed with the Securities and Exchange Commission on December 11, 2003
                                                   Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                 FIND/SVP, INC.
             (Exact name of registrant as specified in its charter)

            NEW YORK                                         13-2670985
  (State or other jurisdiction                            (I.R.S. Employer
of incorporation or organization)                      Identification Number)

                           625 Avenue of the Americas
                            New York, New York 10011
                                 (212) 541-4500
   (Address, including zip code, and telephone number, including area code, of
                          principal executive offices)

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

        FIND/SVP, INC. 1996 STOCK OPTION PLAN AMENDED AND RESTATED AS OF
                               NOVEMBER 21, 2001
                    FIND/SVP, INC. 2003 STOCK INCENTIVE PLAN
                            (Full title of the plan)

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

                                   David Walke
                             Chief Executive Officer
                                 FIND/SVP, Inc.
                           625 Avenue of the Americas
                            New York, New York 10011
                                 (212) 541-4500
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                    Copy to:
                               Kane Kessler, P.C.
                           1350 Avenue of the Americas
                             New York, NY 10019-4896
                                 (212) 541-6222
                         Attn: Robert L. Lawrence, Esq.

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================= ======================= ======================== ====================== =====================
 Title of securities to        Amount to be          Proposed maximum        Proposed maximum          Amount of
     be registered            registered (1)        offering price per      aggregate offering    registration fee (3)
                                                         share (2)               price (2)
------------------------- ----------------------- ------------------------ ---------------------- ---------------------
<S>                             <C>                       <C>                   <C>                      <C>
Common Stock, $0.0001
par value per share (2)         3,350,000                 $1.305                $4,371,750               $354
========================= ======================= ======================== ====================== =====================
</TABLE>

(1)  This Registration Statement covers 1,850,000 shares of common stock,
     $0.0001 par value per share, of FIND/SVP, Inc. (the "Common Stock") issued
     or issuable pursuant to the FIND/SVP, Inc. 1996 Stock Option Plan Amended
     and Restated as of November 21, 2001 (the "1996 Plan") and 1,500,000 shares
     of Common Stock issuable pursuant to the FIND/SVP, Inc. 2003 Stock
     Incentive Plan (the "2003 Plan") (the 1996 Plan and the 2003 Plan are
     collectively referred to herein as the "Plans"). In addition, pursuant to
     Rule 416(c) under the Securities Act of 1933, as amended (the "Securities
     Act") this Registration Statement covers an indeterminable number of
     additional shares of Common Stock as may hereafter be offered or issued
     pursuant to the Plans, to prevent dilution resulting from stock splits,
     stock dividends or similar transactions effected without receipt of
     consideration.

(2)  Estimated solely for the purpose of calculating the registration fee.
     Pursuant to Rule 457(c) and 457(h), the proposed maximum offering price per
     share is based upon (i) the average exercise price relating to
     approximately 1,996,000 outstanding options granted under the Plans for
     which the underlying shares of Common Stock have not previously been
     registered, which is $ 1.05 and (ii) with respect to 1,354,000 shares
     available for grant under the Plans or previously issued shares, a price of
     $1.68 (the average of the high and low price of the Registrant's Common
     Stock as reported on the OTC Bulletin Board on December 5, 2003.

<PAGE>


(3)  $488.05 was paid with Registration Statements Nos. 333-22445, 333-68315 and
     333-43940 relating to 1,650,000 shares of common stock issued or issuable
     under the 1996 Plan. These shares are being carried forward in a combined
     reoffer prospectus being filed herewith (to the extent that there are or
     may be control or restricted securities). See the Rule 429 note below.

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

     As permitted by Rule 429 under the Securities Act of 1933, the prospectus
     filed together with this Registration Statement shall be deemed to be a
     combined resale prospectus which shall also relate to the registrant's
     Registration Statements Nos. 333-22445, 333-68315 and 333-43940 on Form
     S-8.



<PAGE>


                                EXPLANATORY NOTE

          The 3,350,000 shares of common stock, $0.0001 par value per share (the
"Common Stock") of FIND/SVP, Inc., a New York corporation (the "Company"), being
registered  pursuant to this Form S-8 are comprised of (i)  1,850,000  shares of
the Common Stock issued or issuable to  participants  under the  FIND/SVP,  Inc.
1996 Stock  Option Plan  Amended and Restated as of November 21, 2001 (the "1996
Plan")  and (ii)  1,500,000  shares  of  Common  Stock  issued  or  issuable  to
participants under the FIND/SVP, Inc. 2003 Stock Incentive Plan (the "2003 Plan"
and together with the 1996 Plan, the "Plans"). The Company previously registered
1,650,000  shares of Common Stock for issuance under the 1996 Plan under several
registration  statements on Form S-8, as filed with the  Securities and Exchange
Commission on November 10, 1998 (file nos.  333-22445,  333-68315 and 333-43940)
(the "1996 Plan Registration Statements").  Pursuant to General Instruction E to
Form S-8, this Registration  Statement incorporates by reference the contents of
the 1996 Plan Registration Statements, except as otherwise set forth herein.

          This  Registration  Statement  contains  two  parts.  The  first  part
contains a prospectus  pursuant to Form S-3 (in accordance with Section C of the
General  Instructions  to the Form S-8) which  covers  reoffers  and  resales of
"restricted  securities" and/or "control  securities" (as such terms are defined
in Section C of the General  Instructions  to Form S-8) of FIND/SVP,  Inc.  This
Reoffer  prospectus  relates to (i) up to 1,500,000  shares of common stock that
have  been or may be  issued  to  employees,  officers,  directors  consultants,
independent  contractors  and advisors of the Company  pursuant to the 2003 Plan
and (ii) up to 3,500,000 shares of Common Stock  (including  1,650,000 shares of
Common Stock previously registered under the 1996 Plan Registration  Statements)
that have been or may be issued to employees, officers, directors,  consultants,
independent  contractors and advisors of the Company  pursuant to the 1996 Plan.
The second part of this Registration  Statement contains Information Required in
the Registration Statement pursuant to Part II of Form S-8. The Form S-8 portion
of this Registration Statement will be used for offers of shares of Common Stock
of FIND/SVP,  Inc. pursuant to each of the 1996 Plan and the 2003 Plan. The Plan
Information  specified  by  Part I of  Form  S-8 is not  being  filed  with  the
Securities and Exchange  Commission but will be delivered to all participants in
the Plans pursuant to Securities Act Rule 428(b)(1).






                                       3
<PAGE>


                               REOFFER PROSPECTUS
                                 FIND/SVP, INC.
                        5,000,000 SHARES OF COMMON STOCK
                          (PAR VALUE $0.0001 PER SHARE)

          This   Prospectus  may  be  used  by  certain  persons  (the  "Selling
Stockholders") who may be deemed to be affiliates of FIND/SVP,  Inc., a New York
corporation (the "Company" or the  Registrant"),  to sell a maximum of 5,000,000
shares of our Common  Stock (the  "Common  Stock"),  $0.0001 par value per share
(the  "Shares"),  comprised of up to (i) 1,500,000  shares of Common Stock which
has been or will be purchased or acquired by the Selling  Stockholders  pursuant
to the  FIND/SVP,  Inc.  2003 Stock  Incentive  Plan (the "2003  Plan") and (ii)
3,500,000  shares of  Common  Stock  which  have  been or will be  purchased  or
acquired by Selling  Stockholders  pursuant  to the  FIND/SVP,  Inc.  1996 Stock
Option Plan  Amended and  Restated as of November  21, 2001 (the "1996 Plan" and
together with the 2003 Plan, collectively, the "Plans").

          All or a portion of the Shares offered hereby may be offered for sale,
from time to time,  over the OTC Bulletin  Board,  or  otherwise,  at prices and
terms then obtainable. All brokers' commissions or discounts will be paid by the
Selling  Stockholders.  However, any securities covered by this Prospectus which
qualify  for sale  pursuant  to Rule 144 under the  Securities  Act of 1933,  as
amended (the "Securities  Act"), may be sold under Rule 144 rather than pursuant
to this  Prospectus.  See "Plan of  Distribution."  We will  receive none of the
proceeds of this  offering,  although we will receive or have received cash upon
the sale of stock to the  Selling  Stockholders  under  the  Plans.  See "Use of
Proceeds." All expenses  incurred in connection  with the preparation and filing
of this Prospectus and the related Registration Statement are being borne by us.
See "Expenses."

          SEE "RISK  FACTORS"  ON PAGE 10 HEREOF  FOR A  DISCUSSION  OF  CERTAIN
FACTORS THAT SHOULD BE CAREFULLY CONSIDERED BY PROSPECTIVE PURCHASERS.

          Our common stock is listed on the OTC Bulletin  Board.  On December 5,
2003, the closing bid price of our common stock was $1.75 per share.

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

          NEITHER  THE  SECURITIES   AND  EXCHANGE   COMMISSION  NOR  ANY  STATE
SECURITIES   COMMISSION  HAS  APPROVED  OR  DISAPPROVED  THESE  SECURITIES,   OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

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

                The date of this Prospectus is December 11, 2003.




                                       4
<PAGE>


                              AVAILABLE INFORMATION

          We are subject to the  informational  requirements  of the  Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance
therewith we are required to file periodic  reports,  proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information filed by us can be inspected and
copied at the public  reference  facilities  maintained by the Commission at 450
Fifth Street, N.W., Room 1024,  Washington,  D.C. 20549, as well as the Regional
Offices of the Commission at Citicorp  Center,  500 West Madison  Street,  Suite
1400, Chicago, Illinois 60661. Copies of such materials can be obtained from the
Public Reference  Section of the Commission at its principal office at 450 Fifth
Street,  N.W., Room 1024,  Washington,  D.C. 20549 at the prescribed  rates. The
Commission  also  maintains a site on the World Wide Web that contains  reports,
proxy and information  statements and other  information  regarding  registrants
that file electronically.  The address of such site is  http://www.sec.gov.  The
telephone  number  of the  Commission  is  800-SEC-0330.  In  addition,  similar
information  can be inspected at the New York Stock  Exchange,  20 Broad Street,
New York, New York 10005.

          This  Prospectus  omits  certain of the  information  contained in the
Registration  Statement of which this  Prospectus  is a part (the  "Registration
Statement"),  covering the Common Stock, which pursuant to the Securities Act is
on file with the Commission.  For further information with respect to us and our
common  stock,  reference is made to the  Registration  Statement  including the
exhibits incorporated therein by reference or filed therewith. Statements herein
contained concerning the provisions of any document are not necessarily complete
and, in each  instance,  reference is made to the copy of such document filed as
an exhibit or  incorporated  by reference  to the  Registration  Statement.  The
Registration  Statement and the Exhibits may be inspected  without charge at the
offices of the  Commission or copies thereof  obtained at prescribed  rates from
the public reference section of the Commission at the addresses set forth above.

          You should rely only on the information  contained in this prospectus.
We have not  authorized  anyone to provide you with  information  different from
that  contained in this  prospectus.  This  prospectus is an offer to sell, or a
solicitation  of offers to buy,  shares of common  stock  only in  jurisdictions
where  offers  and  sales  are  permitted.  The  information  contained  in this
prospectus is accurate only as of the date of this prospectus, regardless of the
time of delivery of this prospectus or any sale of common stock.




                                       5

<PAGE>


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                  The  following  documents  heretofore  filed  by us  with  the
Commission pursuant to the Exchange Act, are hereby incorporated by reference in
this Registration Statement, except as superseded or modified herein:

                           (a) The Company's  Annual Report on Form 10-K for the
                  fiscal year ended December 31, 2002, except Items 6, 7, 8, 14,
                  and 15, filed pursuant to the Securities  Exchange Act of 1934
                  (the "Exchange Act");

                           (b) The  Company's  Annual  Report on Form 10-K/A for
                  the fiscal year ended December 31, 2002, filed pursuant to the
                  Exchange Act;

                           (c) The Company's  Quarterly  Report on Form 10-Q for
                  the  quarter  ended  March  31,  2003,  filed on May 15,  2003
                  pursuant to the Exchange Act;

                           (d) The Company's  Quarterly  Report on Form 10-Q for
                  the  quarter  ended June 30,  2003,  filed on August 14,  2003
                  pursuant to the Exchange Act;

                           (e) The Company's  Quarterly  Report on Form 10-Q for
                  the quarter ended  September  30, 2003,  filed on November 13,
                  2003 pursuant to the Exchange Act;

                           (f) The Company's Current Report on Form 8-K, Date of
                  Event - April 1, 2003, filed on April 16, 2003 pursuant to the
                  Exchange Act;

                           (g) The Company's Current Report on Form 8-K, Date of
                  Event - May 14,  2003,  filed on May 20, 2003  pursuant to the
                  Exchange Act;

                           (h) The Company's Current Report on Form 8-K, Date of
                  Event - July 1, 2003,  filed on July 16, 2003  pursuant to the
                  Exchange Act;

                           (i) The Company's Current Report on Form 8-K, Date of
                  Event - August 18, 2003,  filed on August 22, 2003 pursuant to
                  the Exchange Act;

                           (j) The Company's Current Report on Form 8-K, Date of
                  Event - November 13, 2003, filed on November 17, 2003 pursuant
                  to the Exchange Act;

                           (k) The Company's  Current Report on Form 8-K/A, Date
                  of Event - April 1, 2003,  filed on June 16, 2003  pursuant to
                  the Exchange Act;

                           (l) The Company's  Current Report on Form 8-K/A, Date
                  of Event - July 1, 2003,  filed on September 15, 2003 pursuant
                  to the Exchange Act;

                           (m)  The  Company's  definitive  Proxy  Statement  on
                  Schedule 14A filed on April 30, 2003; and

                           (n) The  description  of the Company's  Common Stock,
                  par value  $.0001 per share (the "Common  Stock"),  registered
                  under  Section  12(g) of the Exchange Act, as set forth in the
                  Registrant's  Registration  Statement  on Form S-18 (Reg.  No.
                  33-8634-NY),  dated October 31, 1986, including any amendments
                  thereto filed for the purpose of updating such description.



                                       6
<PAGE>


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

          We  hereby  undertake  to  provide  without  charge  to  each  person,
including any beneficial  owner of the Common Stock,  to whom this Prospectus is
delivered,  on written or oral request of any such person,  a copy of any or all
of the foregoing documents incorporated herein by reference (other than exhibits
to such documents).  Written or oral requests for such copies should be directed
to our corporate secretary,  c/o FIND/SVP, Inc., 625 Avenue of the Americas, New
York, New York 10011; telephone (212) 645-4500.





                                       7
<PAGE>


                                   THE COMPANY

                                     PART I

          FIND/SVP,  Inc.  and  its  wholly  owned  subsidiaries  (collectively,
"FIND/SVP"  or the  "Company"  which may be also  referred  to as "we",  "us" or
"our") was  incorporated  in the state of New York in 1969. In 1971, the Company
became affiliated with SVP International  S.A. ("SVP  International")  through a
licensing  agreement  which  gave  the  Company  the  right  to the SVP name and
provided  access to the  resources of what is  currently  eight  additional  SVP
affiliated  companies  located  around the world.  We are a  knowledge  services
company that leverages the expertise and resources of its professional  research
teams on behalf of  executives  and other  decision-making  employees  of client
companies,  primarily in the United States.  The Company  currently  operates in
four business segments:  our Quick Consulting and Research Service ("QCS") which
provides  retainer  clients with access to the expertise of the Company's  staff
and information  resources as well as a Live  AnswerDesk  ("LAD")  service;  our
Strategic  Consulting and Research Group ("SCRG") which provides more extensive,
in-depth custom research and competitive  intelligence;  our Guideline  Research
("GR") service,  which provides primary  quantitative  market research;  and our
Teltech ("Teltech")  service,  which provides both quick consulting and in-depth
custom research to R&D and other technical sectors. The Company's strategy is to
build a base of  recurring  clients who will  utilize the  Company's  people and
resources for their  research,  business  intelligence  and  information  needs.
Substantially  all of the  Company's  personnel  and  operations  are located in
Manhattan.

        Through  QCS,  FIND/SVP  provides  retainer  clients  with access to the
subject and technical expertise of its staff as well as the resources of a large
information  center.  Within  each  retainer  client's  organization,   specific
individuals  receive  a QCS  membership  card  (the  "Membership  Card"),  which
entitles  them to make requests via the telephone and the Internet for immediate
consultation  and research  assistance.  In response,  the staff of QCS provides
customized answers in rapid turnaround time,  generally within two business days
or less of the request.  The QCS service is  positioned  to be an  indispensable
daily  partner  for  decision-makers  by  providing,  on  a  retainer  basis,  a
cost-effective  "quick  consulting"  service  primarily  delivered by electronic
mail.  The  service is  designed  to be a valuable  resource to small and medium
sized  corporations that do not maintain in-house  information  centers and as a
supplement to in-house resource centers of large  corporations.  At December 31,
2002, we had 1,563 QCS retainer clients and 10,162 Membership  Cardholders.  The
Company intends to seek to expand its base of QCS retainer clients, and to offer
these clients an expanded array of business intelligence,  research and advisory
services.  The  Company's  LAD service  offers  immediate,  on-demand,  question
answering and personal search assistance from live experts.  It is designed as a
way to enhance the loyalty of the members of various consumer groups.

        The  custom  research  services  of SCRG are  designed  to  handle  more
extensive,  in-depth custom research and competitive  intelligence  requests, as
well as customer satisfaction and loyalty programs.  The QCS and SCRG businesses
represent  the  core  competencies  of the  Company,  which  is to  provide  the
expertise  of its  staff  in an  on-demand,  consulting  and  business  advisory
relationship with small, medium and large sized corporations.

        FIND/SVP's  research  resources  include access to  approximately  4,000
computer databases and subscription-paid  web sites,  approximately 8,000 of its
own files  organized  by subject  and by  company,  current  and back  issues of
approximately  1,500 periodicals and journals and approximately  5,000 books and
reference works. Through our licensing agreement with SVP International,  we are
associated with its network of companies and  correspondents  providing  similar
services.  This enables  FIND/SVP to obtain  information for our clients through
the use of  approximately  1,000  additional  consultants  in the SVP  worldwide
network.



                                       8
<PAGE>


         On  April  1,  2003,  the  Company  acquired  all  of  the  issued  and
outstanding  stock of Guideline  Research  Corp.  ("Guideline").  Guideline  was
founded in 1969 in New York City, New York.  Guideline is a leading full-service
custom quantitative market research  organization that provides global marketing
research and  consulting  services to assist its clients in product  development
and evaluation (name testing, package testing, concept testing, product testing,
etc.),  strategic research (market segmentation  studies,  image studies,  brand
equity studies,  etc.),  communications  research (commercial testing,  tracking
studies,  etc.),  legal research,  customer  satisfaction and  point-of-purchase
research. Guideline is widely recognized for its particular expertise within the
Consumer  Products,  HealthCare,   Financial  Services,  and  Legal  industries.
Guideline  provides  professional  staff has  business  experience  in each such
industry,  and the Company's GR services utilize state of the art techniques and
the significant business experience of its staff to assist clients.  Guideline's
clients are in a wide array of  industries  and consist  principally  of Fortune
1000 corporations, advertising agencies, and law firms.

         On July 1, 2003, TTech Acquisition  Corp., a subsidiary of the Company,
purchased certain assets from and assumed certain  specified  liabilities of the
Teltech  business  unit  ("Teltech")  of Sopheon  Corporation.  Founded in 1984,
Teltech provides  services similar to the Company's QCS and SCRG divisions,  but
is principally  focused on R&D and other  technology-oriented  sectors.  Teltech
services  include  research  covering  the  areas of  science,  technology,  and
intellectual  property,  as  well as  document  delivery,  internal  information
management advisory, and information management  optimization services.  Teltech
services also include end-to-end  solutions to meet an organization's  needs for
acquiring and managing  information  and expertise,  and  integrating  them into
decision  making  processes.  Teltech's  clients are  innovative  companies that
depend upon  scientific and technical  expertise for the creation of products in
fast-changing competitive environments.


                                      * * *


          Our corporate  headquarters are located at 625 Avenue of the Americas,
New York,  New York,  10011.  We make  available  free of charge through our web
site, www.findsvp.com, our annual report on Form 10-K, quarterly reports on Form
10-Q,  current reports on Form 8-K and all amendments to those reports,  and the
proxy  statement for our annual meeting of  stockholders,  as soon as reasonably
practicable after such material is electronically filed with or furnished to the
Securities and Exchange Commission.






                                       9
<PAGE>


                                  RISK FACTORS

          PROSPECTIVE  PURCHASERS OF THE COMMON STOCK SHOULD CONSIDER  CAREFULLY
THE  FOLLOWING  RISK FACTORS  RELATING TO THE BUSINESS OF THE COMPANY,  TOGETHER
WITH THE  INFORMATION  AND FINANCIAL DATA SET FORTH ELSEWHERE IN THIS PROSPECTUS
OR  INCORPORATED  HEREIN BY REFERENCE,  PRIOR TO MAKING AN INVESTMENT  DECISION.
THIS  PROSPECTUS  CONTAINS  FORWARD-LOOKING  STATEMENTS  WITHIN  THE  MEANING OF
SECTION 27A OF THE  SECURITIES  ACT AND SECTION 21E OF THE  EXCHANGE  ACT.  SUCH
STATEMENTS ARE INDICATED BY WORDS OR PHRASES SUCH AS  "ANTICIPATE,"  "ESTIMATE,"
"EXPECT," "PLAN," "INTEND," "PROJECT," " BELIEVE," AND SIMILAR WORDS OR PHRASES.
SUCH  STATEMENTS  ARE BASED ON CURRENT  EXPECTATIONS  AND ARE  SUBJECT TO RISKS,
UNCERTAINTIES  AND  ASSUMPTIONS.  CERTAIN OF THESE  RISKS ARE  DESCRIBED  BELOW.
SHOULD  ONE OR MORE OF  THESE  RISKS OR  UNCERTAINTIES  MATERIALIZE,  OR  SHOULD
UNDERLYING ASSUMPTIONS PROVE INCORRECT,  ACTUAL RESULTS MAY VARY MATERIALLY FROM
THOSE ANTICIPATED, ESTIMATED OR PROJECTED.

                  FACTORS THAT COULD AFFECT OUR FUTURE RESULTS

WE ARE DEPENDENT ON CLIENT RENEWALS OF OUR RETAINER-BASED SERVICES.

          We may not be successful in maintaining  retainer renewal rates or the
size of our retainer client base. Also, the Company's  ability to renew retainer
accounts is subject to a number of risks, including the following:

o    We may be  unsuccessful in delivering  consistent,  high quality and timely
     analysis and advice to its clients.

o    We may not be able to hire and retain a large and growing  number of highly
     talented professionals in a very competitive job market.

o    We may be unsuccessful in understanding and anticipating  market trends and
     the changing needs of its clients.

o    We may not be able to deliver  products  and  services  of the  quality and
     timeliness to withstand competition.

         If the Company is unable to successfully maintain its retainer rates or
sustain the  necessary  level of  performance,  such an  inability  could have a
material adverse effect on the Company's business and financial  results,  which
may  require us to modify  our  business  objectives  or reduce or cease some of
products and services that we offer.

WE  ARE  DEPENDENT  ON THE  REVENUE  WE  RECEIVE  FROM  NON-RECURRING  SCRG  AND
GUIDELINE ENGAGEMENTS.

         The  Company's   ability  to  replace   completed  SCRG  and  Guideline
engagements with new engagements is subject to a number of risks,  including the
following:

o    We may be  unsuccessful in delivering  consistent,  high quality and timely
     consulting services to its clients.

o    We may not be able to hire and retain a large and growing  number of highly
     talented professionals in a very competitive job market.



                                       10
<PAGE>


o    We may be unsuccessful in understanding and anticipating  market trends and
     the changing needs of its clients.

o    We may  not be able to  deliver  consulting  services  of the  quality  and
     timeliness to withstand competition.

          If the  Company is not able to replace  completed  SCRG and  Guideline
engagements  with new  engagements,  such an  inability  could  have a  material
adverse  effect on the  Company's  business  and  financial  results,  which may
require us to modify our business objectives or reduce or cease some of products
and services that we offer.

OUR OPERATING RESULTS ARE SUBJECT TO POTENTIAL FLUCTUATIONS BEYOND OUR CONTROL.

         The  Company's  operating  results  vary from  quarter to quarter.  The
Company expects future  operating  results to fluctuate due to several  factors,
many of which are out of the Company's control:

o    The  disproportionately  large  portion of our QCS retainers that expire in
     the fourth quarter of each year.

o    The level and timing of renewals of retainers and  subscriptions of our QCS
     and Teltech services, respectively.

o    The mix of QCS and Teltech revenues versus SCRG and Guideline revenues.

o    The number,  size and scope of SCRG and Guideline  engagements in which the
     Company is engaged,  the degree of completion of such engagements,  and the
     Company's ability to complete such engagements.

o    The timing and amount of new business generated by the Company.

o    The timing of the development,  introduction, and marketing of new products
     and services and modes of delivery.

o    The timing of hiring consultants and corporate sales personnel.

o    Consultant utilization rates and specifically, the accuracy of estimates of
     resources required to complete ongoing SCRG and Guideline engagements.

o    Changes in the spending patterns of the Company's clients.

o    The Company's accounts receivable collection experience.

o    Competitive conditions in the industry.

         Due to these factors, the Company believes period-to-period comparisons
of results of operations are not necessarily meaningful and should not be relied
upon as an indication of future results of operations.




                                       11
<PAGE>


WE MAY NOT BE ABLE TO TIMELY RESPOND TO RAPID CHANGES IN THE MARKET OR THE NEEDS
OF OUR CLIENTS.

         The  Company's  success  depends in part upon its ability to anticipate
rapidly  changing  market  trends and to adapt its products and services to meet
the  changing  needs  of its  clients.  Frequent  and  often  dramatic  changes,
including the following, characterize the Company's industry:

o    Introduction of new products and obsolescence of others.

o    Changing  client  demands  concerning  the  marketing  and  delivery of the
     Company's products and services.

          This environment of rapid and continuous  change presents  significant
challenges  to the  Company's  ability to provide its clients  with  current and
timely  analysis and advice on issues of importance to them. The Company commits
substantial  resources  to meeting  these  challenges.  If the Company  fails to
provide  insightful  timely  information in a manner that meets changing  market
needs,  such a failure could have a material and adverse effect on the Company's
future operating results.

WE ARE DEPENDENT ON OUR ABILITY TO ATTRACT AND RETAIN QUALIFIED PERSONNEL.

         The Company  needs to hire,  train and retain a  significant  number of
additional  qualified  employees to execute its strategy and support its growth.
In  particular,   the  Company  needs  trained   consultants,   corporate  sales
specialists, and product development and operations staff. The Company continues
to  experience  intense   competition  in  recruiting  and  retaining  qualified
employees. The pool of experienced candidates is small, and the Company competes
for  qualified  employees  against many  companies.  If the Company is unable to
successfully  hire,  retain,  and  motivate  a  sufficient  number of  qualified
employees,  such  an  inability  will  have a  material  adverse  effect  on the
Company's business and financial results.

WE FACE SIGNIFICANT COMPETITION.

         The consulting industry is extremely competitive.  The Company competes
directly with other  independent  providers of similar  services and  indirectly
with the internal staffs of current and prospective  client  organizations.  The
Company  also  competes  indirectly  with  larger  electronic  and  print  media
companies and consulting  firms.  The Company's  indirect  competitors,  many of
which have substantially greater financial,  information gathering and marketing
resources than the Company, could choose to compete directly against the Company
in the future.

         The Company's  current and future  competitors may develop products and
services  that are more  effective  than the  Company's  products and  services.
Competitors may also produce their products and services at less cost and market
them more effectively.  If the Company is unable to successfully compete against
existing or new  competitors,  such an  inability  will have a material  adverse
effect on the  Company's  operating  results and would likely  result in pricing
pressure and loss of market share.

WE MAY NOT BE  SUCCESSFUL  IN THE  DEVELOPMENT  AND MARKETING OF NEW PRODUCTS OR
SERVICES.

          The  Company's  future  success  depends on its  ability to develop or
acquire new products and services  that address  specific  industry and business
sectors  and  changes  in  client   requirements.   The  process  of  internally
researching,  developing,  launching  and  gaining  client  acceptance  of a new
product or service is inherently risky and costly. Assimilating and marketing an
acquired product or service is also risky and costly. Currently, the Company has
formed several strategic alliances with other information  providers and various
business  associations  in order to  expand  its  client  base and allow for the
rollout of a



                                       12
<PAGE>


new service  continuum.  If the Company is unable to develop  new  products  and
services or manage its  strategic  investments,  such  inabilities  could have a
material adverse effect on the Company's operating results.

WE ARE  DEPENDENT ON KEY  PERSONNEL,  THE LOSS OF ANY MAY  ADVERSELY  AFFECT THE
COMPANY.

         The Company relies, and will continue to rely, in large part on its key
management,  research,  consulting,  sales,  product  development and operations
personnel.  The Company's success in part depends on its ability to motivate and
retain highly qualified employees. If a majority of the members of the Company's
Operating Management Group, leave the Company,  such loss or losses could have a
material adverse effect on the Company.

RISK OF PRODUCT PRICING LIMITING POTENTIAL MARKET.

         The Company's  pricing  strategy may limit the potential market for the
Company's QCS, Teltech,  SCRG, and Guideline services to substantial  commercial
and governmental  entities.  As a result,  the Company may be required to reduce
prices for its various  services or to introduce  new products and services with
lower  prices  or  offered  for free  over the  Internet  in order to  expand or
maintain its market share or broaden its addressed  market.  These actions could
have a  material  adverse  effect  on the  Company's  business  and  results  of
operations.

WE MAY NOT BE ABLE TO EFFECTIVELY MANAGE OUR GROWTH.

         Growth  places  significant   demands  on  the  Company's   management,
administrative,  operational and financial  resources.  The Company's ability to
manage growth, should it continue to occur, will require the Company to continue
to improve  its  systems  and to  motivate  and  effectively  manage an evolving
workforce.  If the  Company's  management  is  unable  to  effectively  manage a
changing  and growing  business,  the  quality of the  Company's  products,  its
retention of key  employees,  and its results of operations  could be materially
adversely affected.

ANY ACQUISITIONS  THAT WE ATTEMPT OR COMPLETE COULD PROVE DIFFICULT TO INTEGRATE
OR REQUIRE A SUBSTANTIAL COMMITMENT OF MANAGEMENT TIME AND OTHER RESOURCES.

         As part of its  business  strategy,  the  Company  looks to buy or make
investments in complementary  businesses,  products and services. If the Company
finds a  business  it wishes to  acquire,  the  Company  could  have  difficulty
negotiating the terms of the purchase,  financing the purchase,  and integrating
and  assimilating  the  employees,  products  and  operations  of  the  acquired
business.  Acquisitions  may  disrupt  the  ongoing  business of the Company and
distract management. Furthermore,  acquisition of new businesses may not lead to
the successful  development of new products, or if developed,  such products may
not achieve market acceptance or prove to be profitable. A given acquisition may
also have a material  adverse  effect on the  Company's  financial  condition or
results of operations. In addition, the Company may be required to incur debt or
issue equity to pay for any future acquisitions.

WE ARE VULNERABLE TO VOLATILE MARKET CONDITIONS.

         The market  prices of our common stock have been highly  volatile.  The
market  has  from  time  to  time  experienced   significant  price  and  volume
fluctuations  that are  unrelated to the  operating  performance  of  particular
companies.



                                       13
<PAGE>


WE DO NOT EXPECT TO PAY DIVIDENDS ON OUR COMMON STOCK IN THE FORESEEABLE FUTURE.

         Although  our  shareholders  may  receive  dividends  if,  as and  when
declared by our board of  directors,  we do not intend to pay  dividends  on our
common stock in the foreseeable future.  Therefore,  you should not purchase our
common  stock if you need  immediate or future  income by way of dividends  from
your investment.

OUR SIGNIFICANT INDEBTEDNESS COULD ADVERSELY AFFECT OUR FINANCIAL HEALTH.

         We have  significant  indebtedness  with a face value of  approximately
$5.3 million,  comprised of  approximately  $1.8 million of senior debt and $3.5
million of subordinated debt.  Additionally,  we have approximately  $500,000 of
availability  remaining  under a $1.0 million  senior line of credit which would
create  additional  indebtedness  if drawn down. The  affirmative,  negative and
financial  covenants of these debt facilities  could limit our future  financial
flexibility.  The associated  debt service costs and principal  repayment  could
impair future cash flow and operating  results.  Our outstanding  debt may limit
the amount of cash or additional  credit  available to us, which could  restrain
our ability to expand or enhance  products and services,  respond to competitive
pressures  or  pursue  future  business   opportunities   requiring  substantial
investments of additional capital.

OUR COMMON STOCK IS SUBJECT TO RULES  REGARDING  "PENNY STOCKS" WHICH MAY AFFECT
ITS LIQUIDITY.

          In April 2001, due to its failure to comply with NASDAQ's  minimum bid
price,  our Common Stock was  delisted  from the NASDAQ and is now traded on the
OTC Bulletin  Board.  Because the trading price of our common stock is currently
below  $5.00 per  share,  trading  is  subject  to  certain  other  rules of the
Securities  Exchange Act of 1934.  Such rules require  additional  disclosure by
broker-dealers  in  connection  with any trades  involving a stock  defined as a
"penny stock." "Penny stock" is defined as any non-Nasdaq  equity  security that
has a market price of less than $5.00 per share,  subject to certain exceptions.
Such rules require the delivery of a disclosure  schedule  explaining  the penny
stock market and the risks  associated with that market before entering into any
penny  stock  transaction.   Disclosure  is  also  required  to  be  made  about
compensation payable to both the broker-dealer and the registered representative
and current  quotations for the securities.  The rules also impose various sales
practice  requirements on broker-dealers  who sell penny stocks to persons other
than  established  customers  and  accredited  investors.  For  these  types  of
transactions,  the broker-dealer must make a special  suitability  determination
for the  purchaser  and must  receive  the  purchaser's  written  consent to the
transaction prior to the sale.  Finally,  monthly  statements are required to be
sent disclosing  recent price  information for the penny stocks.  The additional
burdens  imposed  upon  broker-dealers  by such  requirements  could  discourage
broker-dealers  from  effecting  transactions  in our Common  Stock.  This could
severely limit the market liquidity of our Common Stock and your ability to sell
the Common Stock.

FOR ALL OF THE FOREGOING  REASONS AND OTHERS SET FORTH IN THIS  PROSPECTUS,  THE
SECURITIES  OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. ANY PERSON CONSIDERING
AN  INVESTMENT  IN THE  SECURITIES  OFFERED  HEREBY SHOULD BE AWARE OF THESE AND
OTHER FACTORS SET FORTH IN THIS PROSPECTUS.  THE SECURITIES  SHOULD BE PURCHASED
ONLY BY PERSONS WHO CAN AFFORD A TOTAL LOSS OF THEIR INVESTMENT IN THE COMPANY.




                                       14
<PAGE>


                           FORWARD-LOOKING STATEMENTS

         Certain  statements  we make in this  prospectus,  and other written or
oral statements by us or our authorized  officers on our behalf,  may constitute
"forward looking  statements" within the meaning of the Federal securities laws.
Forward-looking  statements include statements concerning our plans, objectives,
goals,  strategies,  future  events,  future  revenues or  performance,  capital
expenditures, financing needs, plans or intentions relating to acquisitions, our
competitive  strengths and weaknesses,  our business  strategy and the trends we
anticipate  in the  industry  and  economies  in  which  we  operate  and  other
information  that  is not  historical  information.  Words  or  phrases  such as
"estimates,"   "expects,"   "anticipates,"   "projects,"   "plans,"   "intends,"
"believes" and variations of such words or similar  expressions  are intended to
identify forward-looking statements. All forward-looking statements,  including,
without  limitation,  our examination of historical  operating trends, are based
upon our current expectations and various assumptions. Our expectations, beliefs
and  projections  are  expressed  in  good  faith,  and we  believe  there  is a
reasonable  basis for  them,  but we cannot  assure  you that our  expectations,
beliefs and projections will be realized.

         Before  you invest in our  common  stock,  you should be aware that the
occurrence of the events  described in the immediately  above section  captioned
"Risk  Factors"  and  otherwise  discussed  elsewhere in this  prospectus  or in
materials incorporated in this prospectus by reference to our other filings with
the Commission,  could have a material adverse affect on our business, financial
condition and results of operation.

         The data  included in this  prospectus  regarding  markets and ranking,
including  the size of certain  markets and our position and the position of our
competitors   within  these   markets,   are  based  on   independent   industry
publications, reports of government agencies or other published industry sources
or our estimates based on  management's  knowledge and experience in the markets
in which we operate.  Our estimates have been based on  information  provided by
customers, suppliers, trade and business organizations and other contacts in the
markets in which we operate. We believe these estimates to be accurate as of the
date of this  prospectus.  However,  this information may prove to be inaccurate
because of the method by which we obtained some of the data for our estimates or
because this information  cannot always be verified with complete  certainty due
to the limits on the  availability  and  reliability  of raw data, the voluntary
nature of the data gathering  process and other  limitations  and  uncertainties
inherent  in a survey of market  size.  As a result,  you  should be aware  that
market,  ranking  and  other  similar  data  included  in this  prospectus,  and
estimates and beliefs based on that data, may not be reliable.




                                       15
<PAGE>


                              SELLING STOCKHOLDERS

         This  prospectus  relates  to  Shares  that are  being  registered  for
reoffers and resales by Selling  Stockholders  who have  acquired or may acquire
Shares  pursuant  to each of the  1996  Plan  and the  2003  Plan.  The  Selling
Stockholders  may resell any or all of the Shares at any time they choose  while
this prospectus is effective.

         Executive  officers and  directors,  their family  members,  trusts for
their  benefit,  or entities that they own, that acquire  common stock under the
Plans  may be added  to the  Selling  Stockholder  list  below  by a  prospectus
supplement  filed with the SEC.  The number of Shares to be sold by any  Selling
Stockholder  under this  prospectus  also may be  increased  or  decreased  by a
prospectus supplement.  Non-affiliates who purchased restricted  securities,  as
these terms are defined in rule 144(a) under the  Securities  Act,  under any of
our employee  benefit plans and who are not named below may use this  prospectus
for the offer or sale of their  common  stock if they hold 1,000 shares or less.
Although a person's name is included in the table below, neither that person nor
we are making an admission that the named person is our "affiliate."

         The  information  in the  table  below  sets  forth,  for each  Selling
Stockholder,  based upon information available to us as of November 5, 2003, the
number of shares of our common  stock  beneficially  owned  before and after the
sale of the Shares,  the maximum  number of Shares to be sold and the percentage
of the  outstanding  shares  of our  common  stock  owned  after the sale of the
Shares.  We have not been informed  whether any Selling  Stockholders  intend to
sell any Shares.  The inclusion of Shares in the table below does not constitute
a commitment to sell any Shares.

<TABLE>
<CAPTION>
                                                                                   NUMBER OF     PERCENTAGE OF
                                                                                    SHARES           COMMON
                                                    NUMBER OF                        TO BE        STOCK TO BE
                                                      SHARES                     BENEFICIALLY     BENEFICIALLY
                              RELATIONSHIPS TO     BENEFICIALLY   SHARES TO BE    OWNED AFTER     OWNED AFTER
NAME OF SELLER                   THE COMPANY        OWNED (1)       SOLD (2)     THE OFFERING   THE OFFERING (1)
--------------                ----------------     ------------   ------------   ------------   ----------------
<S>                          <C>                    <C>               <C>           <C>               <C>
David Walke (3) (4)            Chief Executive      2,031,960         750,000       1,344,182         9.9%
                              Officer; Director

Andrew P. Garvin (5)         President; Director      803,539          85,000         721,539         5.4%

Peter M. Stone (6)               Senior Vice           42,500         100,000              --          *
                              President, Chief
                             Financial Officer,
                                Secretary and
                                  Treasurer

Stephan B. Sigaud (7)          Executive Vice         118,939         176,000             750          *
                                  President

Scott Gerard (8)                 Controller             7,667          25,000              --          *

Martin E. Franklin (9) (10)    Chairman of the      1,975,292         630,000       1,344,181         9.9%
                               Board; Director

Marc L. Reisch (11) (12)          Director            372,500          60,000         312,500         2.4%

Robert J. Sobel (13)              Director            485,000         110,000         375,000         2.8%
</TABLE>





                                       16
<PAGE>


<TABLE>
<S>                               <C>                 <C>              <C>            <C>             <C>
Warren Struhl (14)                Director            372,500          60,000         312,500         2.4%

Denise Shapiro (15)               Director             30,000          30,000              --          *

Richard Longenecker (16)        Executive Vice         20,000          80,000              --          *
                                  President
</TABLE>

*        Less than 1%

(1)  Based on 13,198,982  Shares of Common Stock  outstanding  as of November 5,
     2003. As used in this table, a beneficial owner of a security  includes any
     person  who,  directly  or  indirectly,   through  contract,   arrangement,
     understanding,  relationship  or  otherwise  has or shares (a) the power to
     vote, or direct the voting of, such security or (b) investment  power which
     includes  the power to  dispose,  or to direct  the  disposition  of,  such
     security.  In addition,  a person is deemed to be the beneficial owner of a
     security if that person has the right to acquire  beneficial  ownership  of
     such security within 60 days.

(2)  Represents the maximum number of Shares issued under the Plan that could be
     sold under this  prospectus  if the holder  sold all of his or her  Shares,
     exercised  all of his or her options  when  vested and sold the  underlying
     Shares.  Does not  constitute a commitment to sell any or all of the stated
     number of Shares.  The number of Shares to be sold shall be determined from
     time to time by each Selling Stockholder in his or her discretion.

(3)  Includes  1,694,182  shares of common  stock and  211,111  shares of common
     stock  issuable  under  outstanding  warrants,  held in the  name of  Walke
     Associates, Inc.

(4)  Includes 126,667 shares issuable under outstanding options.

(5)  Includes 82,000 shares issuable under outstanding options.

(6)  Includes 42,500 shares issuable under outstanding options.

(7)  Includes 96,000 shares issuable under outstanding options.

(8)  Includes 7,667 shares issuable under outstanding options.

(9)  Includes  1,659,181  shares of common  stock and  211,111  shares of common
     stock  issuable  under  outstanding  warrants,  held in the name of  Marlin
     Equities, LLC.

(10) Includes 105,000 shares issuable under outstanding options.

(11) Includes 60,000 shares issuable under outstanding options.

(12) Includes 150,000 shares held by Marc Reisch as custodian for his children.

(13) Includes 110,000 shares issuable under outstanding options.

(14) Includes 60,000 shares issuable under outstanding options.

(15) Includes 30,000 shares issuable under outstanding options.

(16) Includes 20,000 shares issuable under outstanding options.




                                       17
<PAGE>


                              PLAN OF DISTRIBUTION

          The Selling Stockholders (or their pledgees, donees,  transferees,  or
other successors in interest) from time to time may sell all or a portion of the
Shares "at the market" to or through a marketmaker  or into an existing  trading
market, in private sales, including direct sales to purchasers,  or otherwise at
prevailing  market prices or at  negotiated or fixed prices.  By way of example,
and  not by way of  limitation,  the  Shares  may be  sold by one or more of the
following  methods:  (a) a block  trade in which the broker or dealer so engaged
will  attempt to sell the Shares as agent but may  purchase and resell a portion
of the block as principal to  facilitate  the  transaction;  (b)  purchases by a
broker or dealer  as  principal  and  resale  by such  broker or dealer  for its
account pursuant to this Prospectus;  (c) an exchange distribution in accordance
with the rules of such exchange;  and (d) ordinary  brokerage  transactions  and
transactions  in which the  broker  solicits  purchasers.  In  effecting  sales,
brokers or  dealers  engaged by the  seller  may  arrange  for other  brokers or
dealers to participate. Brokers or dealers will receive commissions or discounts
from the seller in amounts to be negotiated  immediately prior to the sale. Such
brokers or dealers and any other participating  brokers or dealers may be deemed
to be "underwriters" within the meaning of the Securities Act in connection with
such sales. In addition, any securities covered by this Prospectus which qualify
for sale  pursuant to Rule 144 under the  Securities  Act may be sold under Rule
144 rather than pursuant to this Prospectus.

         The Selling  Stockholders  may also enter into derivative  transactions
with third parties.  If the applicable  prospectus  supplement or post-effective
amendment indicates, in connection with those derivatives, the third parties may
sell  securities  covered  by  this  prospectus  and the  applicable  prospectus
supplement or post-effective amendment, including in short sale transactions. If
so, the third party may use securities  pledged by the Selling  Stockholders  or
borrowed  from the Selling  Stockholders  or others to settle  those sales or to
close out any related open borrowings of stock, and may use securities  received
from the Selling  Stockholders  in settlement of those  derivatives to close out
any related open borrowings of stock. The third party in such sale  transactions
may be deemed an underwriter and, if not identified in this prospectus,  will be
identified  in  the  applicable   prospectus  supplement  (or  a  post-effective
amendment).

          The Selling  Stockholders may agree to indemnify any agent,  dealer or
broker-dealer  that  participates in transactions  involving sales of the Shares
against certain liabilities,  including liabilities arising under the Securities
Act. Any  commissions  paid or any discounts or concessions  allowed to any such
broker-dealer which purchases Shares as principal or any profits received on the
resale of such Shares may be deemed to be underwriting discounts and commissions
under the Securities Act.

          In order to comply with certain state  securities  law, if applicable,
the Common Stock will not be sold in a particular  state unless the Common Stock
has been  registered  or qualified  for sale in such state or an exemption  from
registration or qualification is available and is complied with.

            Each Selling  Stockholder  will deliver a Prospectus  in  connection
with the sale of the Shares.




                                       18
<PAGE>


                                    EXPENSES

          All  expenses  of  this  Offering,   including  the  expenses  of  the
registration of the Shares of Common Stock offered hereby,  will be borne by us.
It is estimated that the total amount of such expenses will not exceed $30,000.

                                 USE OF PROCEEDS

          The Company will not realize any proceeds  from the sale of the Common
Stock which may be sold pursuant to this prospectus for the respective  accounts
of the Selling Stockholders. The Company, however, will derive proceeds from the
sale of stock to  Selling  Stockholders  and upon the  exercise  of the  options
granted to Selling  Stockholders.  All such  proceeds  will be  available to the
Company for working capital and general corporate purposes. No assurances can be
given, however, as to when or if any or all of the options will be exercised.

                                    LEGALITY

          Certain  legal  matters  in  connection  with the  securities  offered
hereunder will be passed upon for the Company by Kane Kessler, P.C., 1350 Avenue
of the Americas, New York, New York 10019.

                                     EXPERTS

          The   consolidated   financial   statements  of  Find/SVP,   Inc.  and
subsidiaries  (the  Company)  and  the  related  financial   statement  schedule
incorporated  by reference  from the Company's  Annual Report on Form 10-K/A for
the year ended  December  31,  2002 have been  audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports,  which are incorporated herein
by reference, and have been so incorporated in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.

          The financial  statements of Teltech for the years ended  December 31,
2002 and 2001,  appearing in the Current  Report (Form 8-K/A) of FIND/SVP,  Inc.
and its Subsidiaries  (the Company) filed on September 16, 2003, been audited by
Ernst & Young LLP, independent auditors,  as stated in their reports,  which are
incorporated herein by reference, and have been so incorporated in reliance upon
the reports of such firm given upon their authority as experts in accounting and
auditing.






                                       19
<PAGE>


This  Prospectus  contains  information  concerning  the  Company,  but does not
contain all of the information set forth in the  Registration  Statement and the
Exhibits relating  thereto,  which the Company has filed with the Securities and
Exchange  Commission,  Washington,  D.C.,  under the  Securities Act of 1933, as
amended, and to which reference is hereby made.

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

                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----
AVAILABLE INFORMATION......................................................  5

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................  6

THE COMPANY................................................................  8

SELLING STOCKHOLDERS.......................................................  16

PLAN OF DISTRIBUTION.......................................................  18

EXPENSES...................................................................  19

USE OF PROCEEDS............................................................  19

LEGALITY...................................................................  19

EXPERTS....................................................................  19


No  dealer,  salesperson  or other  person  has  been  authorized  to given  any
information or to make any  representation not contained in this Prospectus and,
if given or made, such information or representation  must not be relied upon as
having been  authorized by the Company.  This  Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any of the securities offered
hereby in any  jurisdiction  to any person to whom it is  unlawful  to make such
offer in such jurisdiction. Neither the delivery of this Prospectus nor any sale
made hereunder shall under any  circumstances  create any implication that there
have been no changes in the affairs of the Company since the date hereof.

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





                                       20
<PAGE>


                                     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")  by FIND/SVP,  Inc., a New York  corporation (the
"Company"), are incorporated by reference into the Registration Statement:

                           (a) The Company's  Annual Report on Form 10-K for the
                  fiscal year ended December 31, 2002, except Items 6, 7, 8, 14,
                  and 15, filed pursuant to the Securities  Exchange Act of 1934
                  (the "Exchange Act");

                           (b) The  Company's  Annual  Report on Form 10-K/A for
                  the fiscal year ended December 31, 2002, filed pursuant to the
                  Exchange Act;

                           (c) The Company's  Quarterly  Report on Form 10-Q for
                  the  quarter  ended  March  31,  2003,  filed on May 15,  2003
                  pursuant to the Exchange Act;

                           (d) The Company's  Quarterly  Report on Form 10-Q for
                  the  quarter  ended June 30,  2003,  filed on August 14,  2003
                  pursuant to the Exchange Act;

                           (e) The Company's  Quarterly  Report on Form 10-Q for
                  the quarter ended  September  30, 2003,  filed on November 13,
                  2003 pursuant to the Exchange Act;

                           (f) The Company's Current Report on Form 8-K, Date of
                  Event - April 1, 2003, filed on April 16, 2003 pursuant to the
                  Exchange Act;

                           (g) The Company's Current Report on Form 8-K, Date of
                  Event - May 14,  2003,  filed on May 20, 2003  pursuant to the
                  Exchange Act;

                           (h) The Company's Current Report on Form 8-K, Date of
                  Event - July 1, 2003,  filed on July 16, 2003  pursuant to the
                  Exchange Act;

                           (i) The Company's Current Report on Form 8-K, Date of
                  Event - August 18, 2003,  filed on August 22, 2003 pursuant to
                  the Exchange Act;

                           (j) The Company's Current Report on Form 8-K, Date of
                  Event - November 13, 2003, filed on November 17, 2003 pursuant
                  to the Exchange Act;

                           (k) The Company's  Current Report on Form 8-K/A, Date
                  of Event - April 1, 2003,  filed on June 16, 2003  pursuant to
                  the Exchange Act;

                           (l) The Company's  Current Report on Form 8-K/A, Date
                  of Event - July 1, 2003,  filed on September 15, 2003 pursuant
                  to the Exchange Act;

                           (m)  The  Company's  definitive  Proxy  Statement  on
                  Schedule 14A filed on April 30, 2003; and



                                       21
<PAGE>


                           (n) The  description  of the Company's  Common Stock,
                  par value  $.0001 per share (the "Common  Stock"),  registered
                  under  Section  12(g) of the Exchange Act, as set forth in the
                  Registrant's  Registration  Statement  on Form S-18 (Reg.  No.
                  33-8634-NY),  dated October 31, 1986, including any amendments
                  thereto filed for the purpose of updating such description.


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

ITEM 4.           DESCRIPTION OF SECURITIES

                  Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  Under  Section 722 of the New York  Business  Corporation  Law
("BCL"),  a corporation may indemnify any person made, or threatened to be made,
a party to an action  or  proceeding  (other  than one by or in the right of the
corporation  to procure a judgment in its  favor),  whether  civil or  criminal,
including an action by or in the right of any other  corporation  of any type or
kind, domestic or foreign, or any partnership,  joint venture,  trust,  employee
benefit  plan  or  other  enterprise,  which  any  director  or  officer  of the
corporation served in any capacity at the request of the corporation,  by reason
of the fact that he, his testator or intestate, was a director or officer of the
corporation,  or served  such other  corporation,  partnership,  joint  venture,
trust,  employee benefit plan or other enterprise in any capacity at the request
of the corporation,  against  judgments,  fines,  amounts paid in settlement and
reasonable expenses, including attorneys' fees actually and necessarily incurred
as a result  of such  action  or  proceeding,  or any  appeal  therein,  if such
director or officer  acted,  in good faith,  for a purpose  which he  reasonably
believed to be in, or, in the case of service for any other  corporation  or any
partnership,  joint venture,  trust,  employee benefit plan or other enterprise,
not opposed to, the best interests of the corporation  and, in criminal  actions
or proceedings,  in addition, had no reasonable cause to believe his conduct was
unlawful.  In actions by or in the right of the  corporation,  a corporation may
indemnify  such  person  against  amounts  paid  in  settlement  and  reasonable
expenses,  including  attorneys'  fees  actually and  necessarily  incurred as a
result of such action or proceeding,  or any appeal therein, if such director or
officer acted, in good faith,  for a purpose which he reasonably  believed to be
in, or, in the case of service  for any other  corporation  or any  partnership,
joint venture, trust, employee benefit plan or other enterprise, not opposed to,
the best interests of the corporation,  except that no indemnification  shall be
made in  actions  by or in the  right of the  corporation  in  respect  of (1) a
threatened  action,  or a pending action which is settled or otherwise  disposed
of, or (2) any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable to the corporation, unless and only to the extent that the
court in which the action was brought,  or, if no action was brought,  any court
of competent jurisdiction,



                                       22
<PAGE>


determines upon application  that, in view of all the circumstances of the case,
the person is fairly and  reasonably  entitled to indemnity  for such portion of
the settlement amount and expenses as the court deems proper.  Under Section 723
of the BCL, a person who has been successful, on the merits or otherwise, in the
defense of a criminal or civil action or proceeding  of the character  described
in Section 722 of the BCL shall be entitled to  indemnification as authorized in
such section.  The  indemnification  and advancement of expenses provided for or
granted  pursuant to Sections 722 - 726 are not exclusive of any other rights of
indemnification   or   advancement   of   expenses   to  which   those   seeking
indemnification  or advancement  of expenses may be entitled,  and a corporation
may purchase and maintain  insurance  against  liabilities  asserted against any
former or current director,  officer, employee or agent of the corporation, or a
person who is or was  serving at the request of the  corporation  as a director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other enterprise,  whether or not the power to indemnify is provided by
the statute.

                  Our By-laws  provide that we may  indemnify any person who was
or is a party or is threatened to be made a party to any threatened,  pending or
completed action, suit or proceeding,  whether civil, or criminal (other than an
action  by or in the right of the  Company)  by reason of the fact that he is or
was a director,  officer,  employee or agent of the Company or is or was serving
at the  request of the  Company as a  director,  officer,  employee  or agent of
another corporation or enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding if such person
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed to the best interests of the Company,  and, with respect to any criminal
action or proceeding,  had no reasonable  cause to believe such person's conduct
was unlawful.

                  Our By-laws also provide that we may  indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or  completed  action or suit by or in the  right of the  Company  to  procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities  set  forth  above,  against  expenses  (including  attorneys'  fees)
actually and reasonably  incurred by such person in connection  with the defense
or  settlement  of  such  action  or suit if such  person  acted  under  similar
standards,  except that no indemnification  may be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to
the Company unless and only to the extent that the court in which such action or
suit was  brought,  or,  if no  action  was  brought,  any  court  of  competent
jurisdiction,  shall determine upon application that despite the adjudication of
liability  but in view of all the  circumstances  of the  case,  such  person is
fairly and  reasonably  entitled to indemnity for such expenses which such court
shall deem proper.

                  Our  By-laws  also  provide  that to the extent a director  or
officer of the Company has been successful in the defense of any action, suit or
proceeding  referred  to in the  previous  paragraphs  or in the  defense of any
claim,  issue,  or matter  therein,  he shall be  indemnified  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection therewith; that indemnification provided for in the By-laws shall not
be deemed  exclusive of any other rights to which the  indemnified  party may be
entitled;  and that the Company may purchase and maintain insurance on behalf of
a director or officer of the Company against any liability  asserted against him
or  incurred  by him in any such  capacity  or arising out of his status as such
whether or not the Company  would have the power to  indemnify  him against such
liabilities under the provisions of Section 722 of the BCL.

                  The directors and officers of the Company are insured (subject
to certain exceptions and deductions)  against  liabilities which they may incur
in their capacity as such including  liabilities under the Securities Act, under
liability insurance policies carried by the Company.



                                       23
<PAGE>


ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

                  Certain  restricted  securities  to be  reoffered  and  resold
pursuant to this Registration  Statement were issued under the 2003 Plan and the
1996 Plan and in transactions exempt from registration  pursuant to Section 4(2)
of the Securities Act.

ITEM 8.           EXHIBITS

Exhibit No.         Description of Exhibits
-----------         -----------------------

   4.1              FIND/SVP,  Inc.  1996 Stock Option Plan Amended and Restated
                    as  of  November  21,  2001  (filed  as  Exhibit  A  to  the
                    Registrant's  Proxy Statement dated May 8, 2002,  filed with
                    the Commission on May 10, 2002).*

   4.2              FIND/SVP, Inc. 2003 Stock Incentive Plan (filed as Exhibit B
                    to the  Registrant's  Proxy  Statement  dated May 14,  2003,
                    filed with the Commission on April 30, 2003).*

   5.1              Opinion of Kane Kessler,  P.C. regarding the legality of the
                    securities being registered.**

   23.1             Consent of Deloitte & Touche LLP.**

   23.2             Consent of Ernst & Young LLP.**

   23.3             Consent of Kane Kessler, P.C. (included in Exhibit 5.1).**

   24.1             Power of Attorney  (included in the signature  pages of this
                    registration statement).**

--------------
*             Incorporated by reference.
**            Filed herewith.


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 the Registration Statement:

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

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  Registration
                  Statement;

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in the  Registration  Statement or any material change to such
                  information in the Registration Statement;



                                       24
<PAGE>


PROVIDED,  HOWEVER,  that  paragraphs  (a)(i)  and  (a)(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 by the Company  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in the Registration Statement.

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

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

         B. The undersigned  registrant  hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual  report  pursuant to Section  13(a) or 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
Securities Act may be permitted to directors,  officers and controlling  persons
of the Company pursuant to the foregoing provisions,  or otherwise,  the Company
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company 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
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.






                                       25
<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 New York, State of New York, on this 11th day of
December, 2003.



                                          FIND/SVP, INC.



                                          By:  /s/ David Walke
                                               ----------------------
                                               Name: David Walke
                                               Title:  Chief Executive Officer

                                          By:  /s/ Peter M. Stone
                                               ----------------------
                                               Name: Peter M. Stone
                                               Title:  Chief Financial Officer








                                       26
<PAGE>


                                POWER OF ATTORNEY

          Each of the  undersigned  officers and  directors  of  FIND/SVP,  Inc.
hereby severally constitute and appoint each of David Walke and Peter M Stone as
the attorneys-in-fact for the undersigned,  in any and all capacities, with full
power of substitution,  to sign any and all pre- or post-effective amendments to
this Registration Statement,  any subsequent Registration Statement for the same
offering  which may be filed pursuant to Rule 462(b) under the Securities Act of
1933, as amended, and any and all pre- or post-effective amendments thereto, and
to file the same  with  exhibits  thereto  and  other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person,  hereby ratifying
and  confirming all that said  attorneys-in-fact  may lawfully do or cause to be
done by virtue hereof.

          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:

<TABLE>
<CAPTION>
         Name                         Title                                Date
         ----                         -----                                ----
<S>                          <C>                                    <C>
/s/ David Walke              Chief Executive Officer and            December 11, 2003
----------------------       Director (Principal Executive
David Walke                  Officer)

/s/ Peter M. Stone           Chief Financial Officer (Principal     December 11, 2003
----------------------       Financial and Accounting Officer)
Peter M. Stone

/s/ Andrew P. Garvin         President and Director                 December 11, 2003
----------------------
Andrew P. Garvin

/s/ Martin E. Franklin       Chairman of the Board of Directors     December 11, 2003
----------------------
Martin E. Franklin


/s/ Marc L. Reisch           Director                               December 11, 2003
----------------------
Marc L. Reisch

/s/ Robert J. Sobel          Director                               December 11, 2003
----------------------
Robert J. Sobel

/s/ Warren Struhl            Director                               December 11, 2003
----------------------
Warren Struhl

/s/ Denise Shapiro           Director                               December 11, 2003
----------------------
Denise Shapiro
</TABLE>






                                       27
<PAGE>


                                  EXHIBIT INDEX


ITEM 8.           EXHIBITS

Exhibit No.         Description of Exhibits
----------          ------------------------

   4.1              FIND/SVP,  Inc.  1996 Stock Option Plan Amended and Restated
                    as  of  November  21,  2001  (filed  as  Exhibit  A  to  the
                    Registrant's  Proxy Statement dated May 8, 2002,  filed with
                    the Commission on May 10, 2002).*

   4.2              FIND/SVP, Inc. 2003 Stock Incentive Plan (filed as Exhibit B
                    to the  Registrant's  Proxy  Statement  dated May 14,  2003,
                    filed with the Commission on April 30, 2003).*

   5.1              Opinion of Kane Kessler,  P.C. regarding the legality of the
                    securities being registered.**

   23.1             Consent of Deloitte & Touche LLP.**

   23.2             Consent of Ernst & Young LLP.**

   23.3             Consent of Kane Kessler, P.C. (included in Exhibit 5.1).**

   24.1             Power of Attorney  (included in the signature  pages of this
                    registration statement).**

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

*                   Incorporated by reference.
**                  Filed herewith.







                                       28
[{"type": "S-8", "sequence": "1", "filename": "c30130_s8.txt", "secsgml_size_bytes": 84163}]
{"company-data": {"conformed-name": "FIND SVP INC", "cik": "0000801338", "assigned-sic": "8700", "irs-number": "132670985", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-111081", "film-number": "031049524"}, "business-address": {"street1": "625 AVE OF THE AMERICAS", "city": "NEW YORK", "state": "NY", "zip": "10011", "phone": "2126454500"}}
As filed with the Securities and Exchange Commission on December 11, 2003
                                                   Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                 FIND/SVP, INC.
             (Exact name of registrant as specified in its charter)

            NEW YORK                                         13-2670985
  (State or other jurisdiction                            (I.R.S. Employer
of incorporation or organization)                      Identification Number)

                           625 Avenue of the Americas
                            New York, New York 10011
                                 (212) 541-4500
   (Address, including zip code, and telephone number, including area code, of
                          principal executive offices)

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

        FIND/SVP, INC. 1996 STOCK OPTION PLAN AMENDED AND RESTATED AS OF
                               NOVEMBER 21, 2001
                    FIND/SVP, INC. 2003 STOCK INCENTIVE PLAN
                            (Full title of the plan)

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

                                   David Walke
                             Chief Executive Officer
                                 FIND/SVP, Inc.
                           625 Avenue of the Americas
                            New York, New York 10011
                                 (212) 541-4500
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                    Copy to:
                               Kane Kessler, P.C.
                           1350 Avenue of the Americas
                             New York, NY 10019-4896
                                 (212) 541-6222
                         Attn: Robert L. Lawrence, Esq.

                         CALCULATION OF REGISTRATION FEE
========================= ======================= ======================== ====================== =====================
 Title of securities to        Amount to be          Proposed maximum        Proposed maximum          Amount of
     be registered            registered (1)        offering price per      aggregate offering    registration fee (3)
                                                         share (2)               price (2)
------------------------- ----------------------- ------------------------ ---------------------- ---------------------
Common Stock, $0.0001
par value per share (2)         3,350,000                 $1.305                $4,371,750               $354
========================= ======================= ======================== ====================== =====================
(1)  This Registration Statement covers 1,850,000 shares of common stock,
     $0.0001 par value per share, of FIND/SVP, Inc. (the "Common Stock") issued
     or issuable pursuant to the FIND/SVP, Inc. 1996 Stock Option Plan Amended
     and Restated as of November 21, 2001 (the "1996 Plan") and 1,500,000 shares
     of Common Stock issuable pursuant to the FIND/SVP, Inc. 2003 Stock
     Incentive Plan (the "2003 Plan") (the 1996 Plan and the 2003 Plan are
     collectively referred to herein as the "Plans"). In addition, pursuant to
     Rule 416(c) under the Securities Act of 1933, as amended (the "Securities
     Act") this Registration Statement covers an indeterminable number of
     additional shares of Common Stock as may hereafter be offered or issued
     pursuant to the Plans, to prevent dilution resulting from stock splits,
     stock dividends or similar transactions effected without receipt of
     consideration.

(2)  Estimated solely for the purpose of calculating the registration fee.
     Pursuant to Rule 457(c) and 457(h), the proposed maximum offering price per
     share is based upon (i) the average exercise price relating to
     approximately 1,996,000 outstanding options granted under the Plans for
     which the underlying shares of Common Stock have not previously been
     registered, which is $ 1.05 and (ii) with respect to 1,354,000 shares
     available for grant under the Plans or previously issued shares, a price of
     $1.68 (the average of the high and low price of the Registrant's Common
     Stock as reported on the OTC Bulletin Board on December 5, 2003.
(3)  $488.05 was paid with Registration Statements Nos. 333-22445, 333-68315 and
     333-43940 relating to 1,650,000 shares of common stock issued or issuable
     under the 1996 Plan. These shares are being carried forward in a combined
     reoffer prospectus being filed herewith (to the extent that there are or
     may be control or restricted securities). See the Rule 429 note below.

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

     As permitted by Rule 429 under the Securities Act of 1933, the prospectus
     filed together with this Registration Statement shall be deemed to be a
     combined resale prospectus which shall also relate to the registrant's
     Registration Statements Nos. 333-22445, 333-68315 and 333-43940 on Form
     S-8.
EXPLANATORY NOTE

          The 3,350,000 shares of common stock, $0.0001 par value per share (the
"Common Stock") of FIND/SVP, Inc., a New York corporation (the "Company"), being
registered  pursuant to this Form S-8 are comprised of (i)  1,850,000  shares of
the Common Stock issued or issuable to  participants  under the  FIND/SVP,  Inc.
1996 Stock  Option Plan  Amended and Restated as of November 21, 2001 (the "1996
Plan")  and (ii)  1,500,000  shares  of  Common  Stock  issued  or  issuable  to
participants under the FIND/SVP, Inc. 2003 Stock Incentive Plan (the "2003 Plan"
and together with the 1996 Plan, the "Plans"). The Company previously registered
1,650,000  shares of Common Stock for issuance under the 1996 Plan under several
registration  statements on Form S-8, as filed with the  Securities and Exchange
Commission on November 10, 1998 (file nos.  333-22445,  333-68315 and 333-43940)
(the "1996 Plan Registration Statements").  Pursuant to General Instruction E to
Form S-8, this Registration  Statement incorporates by reference the contents of
the 1996 Plan Registration Statements, except as otherwise set forth herein.

          This  Registration  Statement  contains  two  parts.  The  first  part
contains a prospectus  pursuant to Form S-3 (in accordance with Section C of the
General  Instructions  to the Form S-8) which  covers  reoffers  and  resales of
"restricted  securities" and/or "control  securities" (as such terms are defined
in Section C of the General  Instructions  to Form S-8) of FIND/SVP,  Inc.  This
Reoffer  prospectus  relates to (i) up to 1,500,000  shares of common stock that
have  been or may be  issued  to  employees,  officers,  directors  consultants,
independent  contractors  and advisors of the Company  pursuant to the 2003 Plan
and (ii) up to 3,500,000 shares of Common Stock  (including  1,650,000 shares of
Common Stock previously registered under the 1996 Plan Registration  Statements)
that have been or may be issued to employees, officers, directors,  consultants,
independent  contractors and advisors of the Company  pursuant to the 1996 Plan.
The second part of this Registration  Statement contains Information Required in
the Registration Statement pursuant to Part II of Form S-8. The Form S-8 portion
of this Registration Statement will be used for offers of shares of Common Stock
of FIND/SVP,  Inc. pursuant to each of the 1996 Plan and the 2003 Plan. The Plan
Information  specified  by  Part I of  Form  S-8 is not  being  filed  with  the
Securities and Exchange  Commission but will be delivered to all participants in
the Plans pursuant to Securities Act Rule 428(b)(1).

                                       3
REOFFER PROSPECTUS
                                 FIND/SVP, INC.
                        5,000,000 SHARES OF COMMON STOCK
                          (PAR VALUE $0.0001 PER SHARE)

          This   Prospectus  may  be  used  by  certain  persons  (the  "Selling
Stockholders") who may be deemed to be affiliates of FIND/SVP,  Inc., a New York
corporation (the "Company" or the  Registrant"),  to sell a maximum of 5,000,000
shares of our Common  Stock (the  "Common  Stock"),  $0.0001 par value per share
(the  "Shares"),  comprised of up to (i) 1,500,000  shares of Common Stock which
has been or will be purchased or acquired by the Selling  Stockholders  pursuant
to the  FIND/SVP,  Inc.  2003 Stock  Incentive  Plan (the "2003  Plan") and (ii)
3,500,000  shares of  Common  Stock  which  have  been or will be  purchased  or
acquired by Selling  Stockholders  pursuant  to the  FIND/SVP,  Inc.  1996 Stock
Option Plan  Amended and  Restated as of November  21, 2001 (the "1996 Plan" and
together with the 2003 Plan, collectively, the "Plans").

          All or a portion of the Shares offered hereby may be offered for sale,
from time to time,  over the OTC Bulletin  Board,  or  otherwise,  at prices and
terms then obtainable. All brokers' commissions or discounts will be paid by the
Selling  Stockholders.  However, any securities covered by this Prospectus which
qualify  for sale  pursuant  to Rule 144 under the  Securities  Act of 1933,  as
amended (the "Securities  Act"), may be sold under Rule 144 rather than pursuant
to this  Prospectus.  See "Plan of  Distribution."  We will  receive none of the
proceeds of this  offering,  although we will receive or have received cash upon
the sale of stock to the  Selling  Stockholders  under  the  Plans.  See "Use of
Proceeds." All expenses  incurred in connection  with the preparation and filing
of this Prospectus and the related Registration Statement are being borne by us.
See "Expenses."

          SEE "RISK  FACTORS"  ON PAGE 10 HEREOF  FOR A  DISCUSSION  OF  CERTAIN
FACTORS THAT SHOULD BE CAREFULLY CONSIDERED BY PROSPECTIVE PURCHASERS.

          Our common stock is listed on the OTC Bulletin  Board.  On December 5,
2003, the closing bid price of our common stock was $1.75 per share.

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

          NEITHER  THE  SECURITIES   AND  EXCHANGE   COMMISSION  NOR  ANY  STATE
SECURITIES   COMMISSION  HAS  APPROVED  OR  DISAPPROVED  THESE  SECURITIES,   OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

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

                The date of this Prospectus is December 11, 2003.

                                       4
AVAILABLE INFORMATION

          We are subject to the  informational  requirements  of the  Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance
therewith we are required to file periodic  reports,  proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information filed by us can be inspected and
copied at the public  reference  facilities  maintained by the Commission at 450
Fifth Street, N.W., Room 1024,  Washington,  D.C. 20549, as well as the Regional
Offices of the Commission at Citicorp  Center,  500 West Madison  Street,  Suite
1400, Chicago, Illinois 60661. Copies of such materials can be obtained from the
Public Reference  Section of the Commission at its principal office at 450 Fifth
Street,  N.W., Room 1024,  Washington,  D.C. 20549 at the prescribed  rates. The
Commission  also  maintains a site on the World Wide Web that contains  reports,
proxy and information  statements and other  information  regarding  registrants
that file electronically.  The address of such site is  http://www.sec.gov.  The
telephone  number  of the  Commission  is  800-SEC-0330.  In  addition,  similar
information  can be inspected at the New York Stock  Exchange,  20 Broad Street,
New York, New York 10005.

          This  Prospectus  omits  certain of the  information  contained in the
Registration  Statement of which this  Prospectus  is a part (the  "Registration
Statement"),  covering the Common Stock, which pursuant to the Securities Act is
on file with the Commission.  For further information with respect to us and our
common  stock,  reference is made to the  Registration  Statement  including the
exhibits incorporated therein by reference or filed therewith. Statements herein
contained concerning the provisions of any document are not necessarily complete
and, in each  instance,  reference is made to the copy of such document filed as
an exhibit or  incorporated  by reference  to the  Registration  Statement.  The
Registration  Statement and the Exhibits may be inspected  without charge at the
offices of the  Commission or copies thereof  obtained at prescribed  rates from
the public reference section of the Commission at the addresses set forth above.

          You should rely only on the information  contained in this prospectus.
We have not  authorized  anyone to provide you with  information  different from
that  contained in this  prospectus.  This  prospectus is an offer to sell, or a
solicitation  of offers to buy,  shares of common  stock  only in  jurisdictions
where  offers  and  sales  are  permitted.  The  information  contained  in this
prospectus is accurate only as of the date of this prospectus, regardless of the
time of delivery of this prospectus or any sale of common stock.

                                       5
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                  The  following  documents  heretofore  filed  by us  with  the
Commission pursuant to the Exchange Act, are hereby incorporated by reference in
this Registration Statement, except as superseded or modified herein:

                           (a) The Company's  Annual Report on Form 10-K for the
                  fiscal year ended December 31, 2002, except Items 6, 7, 8, 14,
                  and 15, filed pursuant to the Securities  Exchange Act of 1934
                  (the "Exchange Act");

                           (b) The  Company's  Annual  Report on Form 10-K/A for
                  the fiscal year ended December 31, 2002, filed pursuant to the
                  Exchange Act;

                           (c) The Company's  Quarterly  Report on Form 10-Q for
                  the  quarter  ended  March  31,  2003,  filed on May 15,  2003
                  pursuant to the Exchange Act;

                           (d) The Company's  Quarterly  Report on Form 10-Q for
                  the  quarter  ended June 30,  2003,  filed on August 14,  2003
                  pursuant to the Exchange Act;

                           (e) The Company's  Quarterly  Report on Form 10-Q for
                  the quarter ended  September  30, 2003,  filed on November 13,
                  2003 pursuant to the Exchange Act;

                           (f) The Company's Current Report on Form 8-K, Date of
                  Event - April 1, 2003, filed on April 16, 2003 pursuant to the
                  Exchange Act;

                           (g) The Company's Current Report on Form 8-K, Date of
                  Event - May 14,  2003,  filed on May 20, 2003  pursuant to the
                  Exchange Act;

                           (h) The Company's Current Report on Form 8-K, Date of
                  Event - July 1, 2003,  filed on July 16, 2003  pursuant to the
                  Exchange Act;

                           (i) The Company's Current Report on Form 8-K, Date of
                  Event - August 18, 2003,  filed on August 22, 2003 pursuant to
                  the Exchange Act;

                           (j) The Company's Current Report on Form 8-K, Date of
                  Event - November 13, 2003, filed on November 17, 2003 pursuant
                  to the Exchange Act;

                           (k) The Company's  Current Report on Form 8-K/A, Date
                  of Event - April 1, 2003,  filed on June 16, 2003  pursuant to
                  the Exchange Act;

                           (l) The Company's  Current Report on Form 8-K/A, Date
                  of Event - July 1, 2003,  filed on September 15, 2003 pursuant
                  to the Exchange Act;

                           (m)  The  Company's  definitive  Proxy  Statement  on
                  Schedule 14A filed on April 30, 2003; and

                           (n) The  description  of the Company's  Common Stock,
                  par value  $.0001 per share (the "Common  Stock"),  registered
                  under  Section  12(g) of the Exchange Act, as set forth in the
                  Registrant's  Registration  Statement  on Form S-18 (Reg.  No.
                  33-8634-NY),  dated October 31, 1986, including any amendments
                  thereto filed for the purpose of updating such description.

                                       6
All of such  documents are on file with the  Commission.  In addition,
all documents  filed by the Company  pursuant to Sections  13(a),  13(c), 14 and
15(d) of the Exchange Act, subsequent to the date of this Registration Statement
and prior to the filing of a  post-effective  amendment which indicates that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining unsold,  are incorporated by reference in this Registration  Statement
and are a part hereof from the date of filing of such  documents.  Any statement
contained in a document  incorporated  or deemed to be incorporated by reference
herein  shall be  deemed to be  modified  or  superseded  for  purposes  of this
Registration Statement to the extent that a statement contained herein or in any
subsequently  filed  document  that is also  incorporated  by  reference  herein
modifies or replaces such  statement.  Any  statements so modified or superseded
shall not be deemed,  except as so modified or superseded,  to constitute a part
of this Registration Statement.

          We  hereby  undertake  to  provide  without  charge  to  each  person,
including any beneficial  owner of the Common Stock,  to whom this Prospectus is
delivered,  on written or oral request of any such person,  a copy of any or all
of the foregoing documents incorporated herein by reference (other than exhibits
to such documents).  Written or oral requests for such copies should be directed
to our corporate secretary,  c/o FIND/SVP, Inc., 625 Avenue of the Americas, New
York, New York 10011; telephone (212) 645-4500.

                                       7
THE COMPANY

                                     PART I

          FIND/SVP,  Inc.  and  its  wholly  owned  subsidiaries  (collectively,
"FIND/SVP"  or the  "Company"  which may be also  referred  to as "we",  "us" or
"our") was  incorporated  in the state of New York in 1969. In 1971, the Company
became affiliated with SVP International  S.A. ("SVP  International")  through a
licensing  agreement  which  gave  the  Company  the  right  to the SVP name and
provided  access to the  resources of what is  currently  eight  additional  SVP
affiliated  companies  located  around the world.  We are a  knowledge  services
company that leverages the expertise and resources of its professional  research
teams on behalf of  executives  and other  decision-making  employees  of client
companies,  primarily in the United States.  The Company  currently  operates in
four business segments:  our Quick Consulting and Research Service ("QCS") which
provides  retainer  clients with access to the expertise of the Company's  staff
and information  resources as well as a Live  AnswerDesk  ("LAD")  service;  our
Strategic  Consulting and Research Group ("SCRG") which provides more extensive,
in-depth custom research and competitive  intelligence;  our Guideline  Research
("GR") service,  which provides primary  quantitative  market research;  and our
Teltech ("Teltech")  service,  which provides both quick consulting and in-depth
custom research to R&D and other technical sectors. The Company's strategy is to
build a base of  recurring  clients who will  utilize the  Company's  people and
resources for their  research,  business  intelligence  and  information  needs.
Substantially  all of the  Company's  personnel  and  operations  are located in
Manhattan.

        Through  QCS,  FIND/SVP  provides  retainer  clients  with access to the
subject and technical expertise of its staff as well as the resources of a large
information  center.  Within  each  retainer  client's  organization,   specific
individuals  receive  a QCS  membership  card  (the  "Membership  Card"),  which
entitles  them to make requests via the telephone and the Internet for immediate
consultation  and research  assistance.  In response,  the staff of QCS provides
customized answers in rapid turnaround time,  generally within two business days
or less of the request.  The QCS service is  positioned  to be an  indispensable
daily  partner  for  decision-makers  by  providing,  on  a  retainer  basis,  a
cost-effective  "quick  consulting"  service  primarily  delivered by electronic
mail.  The  service is  designed  to be a valuable  resource to small and medium
sized  corporations that do not maintain in-house  information  centers and as a
supplement to in-house resource centers of large  corporations.  At December 31,
2002, we had 1,563 QCS retainer clients and 10,162 Membership  Cardholders.  The
Company intends to seek to expand its base of QCS retainer clients, and to offer
these clients an expanded array of business intelligence,  research and advisory
services.  The  Company's  LAD service  offers  immediate,  on-demand,  question
answering and personal search assistance from live experts.  It is designed as a
way to enhance the loyalty of the members of various consumer groups.

        The  custom  research  services  of SCRG are  designed  to  handle  more
extensive,  in-depth custom research and competitive  intelligence  requests, as
well as customer satisfaction and loyalty programs.  The QCS and SCRG businesses
represent  the  core  competencies  of the  Company,  which  is to  provide  the
expertise  of its  staff  in an  on-demand,  consulting  and  business  advisory
relationship with small, medium and large sized corporations.

        FIND/SVP's  research  resources  include access to  approximately  4,000
computer databases and subscription-paid  web sites,  approximately 8,000 of its
own files  organized  by subject  and by  company,  current  and back  issues of
approximately  1,500 periodicals and journals and approximately  5,000 books and
reference works. Through our licensing agreement with SVP International,  we are
associated with its network of companies and  correspondents  providing  similar
services.  This enables  FIND/SVP to obtain  information for our clients through
the use of  approximately  1,000  additional  consultants  in the SVP  worldwide
network.

                                       8
On  April  1,  2003,  the  Company  acquired  all  of  the  issued  and
outstanding  stock of Guideline  Research  Corp.  ("Guideline").  Guideline  was
founded in 1969 in New York City, New York.  Guideline is a leading full-service
custom quantitative market research  organization that provides global marketing
research and  consulting  services to assist its clients in product  development
and evaluation (name testing, package testing, concept testing, product testing,
etc.),  strategic research (market segmentation  studies,  image studies,  brand
equity studies,  etc.),  communications  research (commercial testing,  tracking
studies,  etc.),  legal research,  customer  satisfaction and  point-of-purchase
research. Guideline is widely recognized for its particular expertise within the
Consumer  Products,  HealthCare,   Financial  Services,  and  Legal  industries.
Guideline  provides  professional  staff has  business  experience  in each such
industry,  and the Company's GR services utilize state of the art techniques and
the significant business experience of its staff to assist clients.  Guideline's
clients are in a wide array of  industries  and consist  principally  of Fortune
1000 corporations, advertising agencies, and law firms.

         On July 1, 2003, TTech Acquisition  Corp., a subsidiary of the Company,
purchased certain assets from and assumed certain  specified  liabilities of the
Teltech  business  unit  ("Teltech")  of Sopheon  Corporation.  Founded in 1984,
Teltech provides  services similar to the Company's QCS and SCRG divisions,  but
is principally  focused on R&D and other  technology-oriented  sectors.  Teltech
services  include  research  covering  the  areas of  science,  technology,  and
intellectual  property,  as  well as  document  delivery,  internal  information
management advisory, and information management  optimization services.  Teltech
services also include end-to-end  solutions to meet an organization's  needs for
acquiring and managing  information  and expertise,  and  integrating  them into
decision  making  processes.  Teltech's  clients are  innovative  companies that
depend upon  scientific and technical  expertise for the creation of products in
fast-changing competitive environments.

                                      * * *

          Our corporate  headquarters are located at 625 Avenue of the Americas,
New York,  New York,  10011.  We make  available  free of charge through our web
site, www.findsvp.com, our annual report on Form 10-K, quarterly reports on Form
10-Q,  current reports on Form 8-K and all amendments to those reports,  and the
proxy  statement for our annual meeting of  stockholders,  as soon as reasonably
practicable after such material is electronically filed with or furnished to the
Securities and Exchange Commission.

                                       9
RISK FACTORS

          PROSPECTIVE  PURCHASERS OF THE COMMON STOCK SHOULD CONSIDER  CAREFULLY
THE  FOLLOWING  RISK FACTORS  RELATING TO THE BUSINESS OF THE COMPANY,  TOGETHER
WITH THE  INFORMATION  AND FINANCIAL DATA SET FORTH ELSEWHERE IN THIS PROSPECTUS
OR  INCORPORATED  HEREIN BY REFERENCE,  PRIOR TO MAKING AN INVESTMENT  DECISION.
THIS  PROSPECTUS  CONTAINS  FORWARD-LOOKING  STATEMENTS  WITHIN  THE  MEANING OF
SECTION 27A OF THE  SECURITIES  ACT AND SECTION 21E OF THE  EXCHANGE  ACT.  SUCH
STATEMENTS ARE INDICATED BY WORDS OR PHRASES SUCH AS  "ANTICIPATE,"  "ESTIMATE,"
"EXPECT," "PLAN," "INTEND," "PROJECT," " BELIEVE," AND SIMILAR WORDS OR PHRASES.
SUCH  STATEMENTS  ARE BASED ON CURRENT  EXPECTATIONS  AND ARE  SUBJECT TO RISKS,
UNCERTAINTIES  AND  ASSUMPTIONS.  CERTAIN OF THESE  RISKS ARE  DESCRIBED  BELOW.
SHOULD  ONE OR MORE OF  THESE  RISKS OR  UNCERTAINTIES  MATERIALIZE,  OR  SHOULD
UNDERLYING ASSUMPTIONS PROVE INCORRECT,  ACTUAL RESULTS MAY VARY MATERIALLY FROM
THOSE ANTICIPATED, ESTIMATED OR PROJECTED.

                  FACTORS THAT COULD AFFECT OUR FUTURE RESULTS

WE ARE DEPENDENT ON CLIENT RENEWALS OF OUR RETAINER-BASED SERVICES.

          We may not be successful in maintaining  retainer renewal rates or the
size of our retainer client base. Also, the Company's  ability to renew retainer
accounts is subject to a number of risks, including the following:

o    We may be  unsuccessful in delivering  consistent,  high quality and timely
     analysis and advice to its clients.

o    We may not be able to hire and retain a large and growing  number of highly
     talented professionals in a very competitive job market.

o    We may be unsuccessful in understanding and anticipating  market trends and
     the changing needs of its clients.

o    We may not be able to deliver  products  and  services  of the  quality and
     timeliness to withstand competition.

         If the Company is unable to successfully maintain its retainer rates or
sustain the  necessary  level of  performance,  such an  inability  could have a
material adverse effect on the Company's business and financial  results,  which
may  require us to modify  our  business  objectives  or reduce or cease some of
products and services that we offer.

WE  ARE  DEPENDENT  ON THE  REVENUE  WE  RECEIVE  FROM  NON-RECURRING  SCRG  AND
GUIDELINE ENGAGEMENTS.

         The  Company's   ability  to  replace   completed  SCRG  and  Guideline
engagements with new engagements is subject to a number of risks,  including the
following:

o    We may be  unsuccessful in delivering  consistent,  high quality and timely
     consulting services to its clients.

o    We may not be able to hire and retain a large and growing  number of highly
     talented professionals in a very competitive job market.

                                       10
o    We may be unsuccessful in understanding and anticipating  market trends and
     the changing needs of its clients.

o    We may  not be able to  deliver  consulting  services  of the  quality  and
     timeliness to withstand competition.

          If the  Company is not able to replace  completed  SCRG and  Guideline
engagements  with new  engagements,  such an  inability  could  have a  material
adverse  effect on the  Company's  business  and  financial  results,  which may
require us to modify our business objectives or reduce or cease some of products
and services that we offer.

OUR OPERATING RESULTS ARE SUBJECT TO POTENTIAL FLUCTUATIONS BEYOND OUR CONTROL.

         The  Company's  operating  results  vary from  quarter to quarter.  The
Company expects future  operating  results to fluctuate due to several  factors,
many of which are out of the Company's control:

o    The  disproportionately  large  portion of our QCS retainers that expire in
     the fourth quarter of each year.

o    The level and timing of renewals of retainers and  subscriptions of our QCS
     and Teltech services, respectively.

o    The mix of QCS and Teltech revenues versus SCRG and Guideline revenues.

o    The number,  size and scope of SCRG and Guideline  engagements in which the
     Company is engaged,  the degree of completion of such engagements,  and the
     Company's ability to complete such engagements.

o    The timing and amount of new business generated by the Company.

o    The timing of the development,  introduction, and marketing of new products
     and services and modes of delivery.

o    The timing of hiring consultants and corporate sales personnel.

o    Consultant utilization rates and specifically, the accuracy of estimates of
     resources required to complete ongoing SCRG and Guideline engagements.

o    Changes in the spending patterns of the Company's clients.

o    The Company's accounts receivable collection experience.

o    Competitive conditions in the industry.

         Due to these factors, the Company believes period-to-period comparisons
of results of operations are not necessarily meaningful and should not be relied
upon as an indication of future results of operations.

                                       11
WE MAY NOT BE ABLE TO TIMELY RESPOND TO RAPID CHANGES IN THE MARKET OR THE NEEDS
OF OUR CLIENTS.

         The  Company's  success  depends in part upon its ability to anticipate
rapidly  changing  market  trends and to adapt its products and services to meet
the  changing  needs  of its  clients.  Frequent  and  often  dramatic  changes,
including the following, characterize the Company's industry:

o    Introduction of new products and obsolescence of others.

o    Changing  client  demands  concerning  the  marketing  and  delivery of the
     Company's products and services.

          This environment of rapid and continuous  change presents  significant
challenges  to the  Company's  ability to provide its clients  with  current and
timely  analysis and advice on issues of importance to them. The Company commits
substantial  resources  to meeting  these  challenges.  If the Company  fails to
provide  insightful  timely  information in a manner that meets changing  market
needs,  such a failure could have a material and adverse effect on the Company's
future operating results.

WE ARE DEPENDENT ON OUR ABILITY TO ATTRACT AND RETAIN QUALIFIED PERSONNEL.

         The Company  needs to hire,  train and retain a  significant  number of
additional  qualified  employees to execute its strategy and support its growth.
In  particular,   the  Company  needs  trained   consultants,   corporate  sales
specialists, and product development and operations staff. The Company continues
to  experience  intense   competition  in  recruiting  and  retaining  qualified
employees. The pool of experienced candidates is small, and the Company competes
for  qualified  employees  against many  companies.  If the Company is unable to
successfully  hire,  retain,  and  motivate  a  sufficient  number of  qualified
employees,  such  an  inability  will  have a  material  adverse  effect  on the
Company's business and financial results.

WE FACE SIGNIFICANT COMPETITION.

         The consulting industry is extremely competitive.  The Company competes
directly with other  independent  providers of similar  services and  indirectly
with the internal staffs of current and prospective  client  organizations.  The
Company  also  competes  indirectly  with  larger  electronic  and  print  media
companies and consulting  firms.  The Company's  indirect  competitors,  many of
which have substantially greater financial,  information gathering and marketing
resources than the Company, could choose to compete directly against the Company
in the future.

         The Company's  current and future  competitors may develop products and
services  that are more  effective  than the  Company's  products and  services.
Competitors may also produce their products and services at less cost and market
them more effectively.  If the Company is unable to successfully compete against
existing or new  competitors,  such an  inability  will have a material  adverse
effect on the  Company's  operating  results and would likely  result in pricing
pressure and loss of market share.

WE MAY NOT BE  SUCCESSFUL  IN THE  DEVELOPMENT  AND MARKETING OF NEW PRODUCTS OR
SERVICES.

          The  Company's  future  success  depends on its  ability to develop or
acquire new products and services  that address  specific  industry and business
sectors  and  changes  in  client   requirements.   The  process  of  internally
researching,  developing,  launching  and  gaining  client  acceptance  of a new
product or service is inherently risky and costly. Assimilating and marketing an
acquired product or service is also risky and costly. Currently, the Company has
formed several strategic alliances with other information  providers and various
business  associations  in order to  expand  its  client  base and allow for the
rollout of a

                                       12
new service  continuum.  If the Company is unable to develop  new  products  and
services or manage its  strategic  investments,  such  inabilities  could have a
material adverse effect on the Company's operating results.

WE ARE  DEPENDENT ON KEY  PERSONNEL,  THE LOSS OF ANY MAY  ADVERSELY  AFFECT THE
COMPANY.

         The Company relies, and will continue to rely, in large part on its key
management,  research,  consulting,  sales,  product  development and operations
personnel.  The Company's success in part depends on its ability to motivate and
retain highly qualified employees. If a majority of the members of the Company's
Operating Management Group, leave the Company,  such loss or losses could have a
material adverse effect on the Company.

RISK OF PRODUCT PRICING LIMITING POTENTIAL MARKET.

         The Company's  pricing  strategy may limit the potential market for the
Company's QCS, Teltech,  SCRG, and Guideline services to substantial  commercial
and governmental  entities.  As a result,  the Company may be required to reduce
prices for its various  services or to introduce  new products and services with
lower  prices  or  offered  for free  over the  Internet  in order to  expand or
maintain its market share or broaden its addressed  market.  These actions could
have a  material  adverse  effect  on the  Company's  business  and  results  of
operations.

WE MAY NOT BE ABLE TO EFFECTIVELY MANAGE OUR GROWTH.

         Growth  places  significant   demands  on  the  Company's   management,
administrative,  operational and financial  resources.  The Company's ability to
manage growth, should it continue to occur, will require the Company to continue
to improve  its  systems  and to  motivate  and  effectively  manage an evolving
workforce.  If the  Company's  management  is  unable  to  effectively  manage a
changing  and growing  business,  the  quality of the  Company's  products,  its
retention of key  employees,  and its results of operations  could be materially
adversely affected.

ANY ACQUISITIONS  THAT WE ATTEMPT OR COMPLETE COULD PROVE DIFFICULT TO INTEGRATE
OR REQUIRE A SUBSTANTIAL COMMITMENT OF MANAGEMENT TIME AND OTHER RESOURCES.

         As part of its  business  strategy,  the  Company  looks to buy or make
investments in complementary  businesses,  products and services. If the Company
finds a  business  it wishes to  acquire,  the  Company  could  have  difficulty
negotiating the terms of the purchase,  financing the purchase,  and integrating
and  assimilating  the  employees,  products  and  operations  of  the  acquired
business.  Acquisitions  may  disrupt  the  ongoing  business of the Company and
distract management. Furthermore,  acquisition of new businesses may not lead to
the successful  development of new products, or if developed,  such products may
not achieve market acceptance or prove to be profitable. A given acquisition may
also have a material  adverse  effect on the  Company's  financial  condition or
results of operations. In addition, the Company may be required to incur debt or
issue equity to pay for any future acquisitions.

WE ARE VULNERABLE TO VOLATILE MARKET CONDITIONS.

         The market  prices of our common stock have been highly  volatile.  The
market  has  from  time  to  time  experienced   significant  price  and  volume
fluctuations  that are  unrelated to the  operating  performance  of  particular
companies.

                                       13
WE DO NOT EXPECT TO PAY DIVIDENDS ON OUR COMMON STOCK IN THE FORESEEABLE FUTURE.

         Although  our  shareholders  may  receive  dividends  if,  as and  when
declared by our board of  directors,  we do not intend to pay  dividends  on our
common stock in the foreseeable future.  Therefore,  you should not purchase our
common  stock if you need  immediate or future  income by way of dividends  from
your investment.

OUR SIGNIFICANT INDEBTEDNESS COULD ADVERSELY AFFECT OUR FINANCIAL HEALTH.

         We have  significant  indebtedness  with a face value of  approximately
$5.3 million,  comprised of  approximately  $1.8 million of senior debt and $3.5
million of subordinated debt.  Additionally,  we have approximately  $500,000 of
availability  remaining  under a $1.0 million  senior line of credit which would
create  additional  indebtedness  if drawn down. The  affirmative,  negative and
financial  covenants of these debt facilities  could limit our future  financial
flexibility.  The associated  debt service costs and principal  repayment  could
impair future cash flow and operating  results.  Our outstanding  debt may limit
the amount of cash or additional  credit  available to us, which could  restrain
our ability to expand or enhance  products and services,  respond to competitive
pressures  or  pursue  future  business   opportunities   requiring  substantial
investments of additional capital.

OUR COMMON STOCK IS SUBJECT TO RULES  REGARDING  "PENNY STOCKS" WHICH MAY AFFECT
ITS LIQUIDITY.

          In April 2001, due to its failure to comply with NASDAQ's  minimum bid
price,  our Common Stock was  delisted  from the NASDAQ and is now traded on the
OTC Bulletin  Board.  Because the trading price of our common stock is currently
below  $5.00 per  share,  trading  is  subject  to  certain  other  rules of the
Securities  Exchange Act of 1934.  Such rules require  additional  disclosure by
broker-dealers  in  connection  with any trades  involving a stock  defined as a
"penny stock." "Penny stock" is defined as any non-Nasdaq  equity  security that
has a market price of less than $5.00 per share,  subject to certain exceptions.
Such rules require the delivery of a disclosure  schedule  explaining  the penny
stock market and the risks  associated with that market before entering into any
penny  stock  transaction.   Disclosure  is  also  required  to  be  made  about
compensation payable to both the broker-dealer and the registered representative
and current  quotations for the securities.  The rules also impose various sales
practice  requirements on broker-dealers  who sell penny stocks to persons other
than  established  customers  and  accredited  investors.  For  these  types  of
transactions,  the broker-dealer must make a special  suitability  determination
for the  purchaser  and must  receive  the  purchaser's  written  consent to the
transaction prior to the sale.  Finally,  monthly  statements are required to be
sent disclosing  recent price  information for the penny stocks.  The additional
burdens  imposed  upon  broker-dealers  by such  requirements  could  discourage
broker-dealers  from  effecting  transactions  in our Common  Stock.  This could
severely limit the market liquidity of our Common Stock and your ability to sell
the Common Stock.

FOR ALL OF THE FOREGOING  REASONS AND OTHERS SET FORTH IN THIS  PROSPECTUS,  THE
SECURITIES  OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. ANY PERSON CONSIDERING
AN  INVESTMENT  IN THE  SECURITIES  OFFERED  HEREBY SHOULD BE AWARE OF THESE AND
OTHER FACTORS SET FORTH IN THIS PROSPECTUS.  THE SECURITIES  SHOULD BE PURCHASED
ONLY BY PERSONS WHO CAN AFFORD A TOTAL LOSS OF THEIR INVESTMENT IN THE COMPANY.

                                       14
FORWARD-LOOKING STATEMENTS

         Certain  statements  we make in this  prospectus,  and other written or
oral statements by us or our authorized  officers on our behalf,  may constitute
"forward looking  statements" within the meaning of the Federal securities laws.
Forward-looking  statements include statements concerning our plans, objectives,
goals,  strategies,  future  events,  future  revenues or  performance,  capital
expenditures, financing needs, plans or intentions relating to acquisitions, our
competitive  strengths and weaknesses,  our business  strategy and the trends we
anticipate  in the  industry  and  economies  in  which  we  operate  and  other
information  that  is not  historical  information.  Words  or  phrases  such as
"estimates,"   "expects,"   "anticipates,"   "projects,"   "plans,"   "intends,"
"believes" and variations of such words or similar  expressions  are intended to
identify forward-looking statements. All forward-looking statements,  including,
without  limitation,  our examination of historical  operating trends, are based
upon our current expectations and various assumptions. Our expectations, beliefs
and  projections  are  expressed  in  good  faith,  and we  believe  there  is a
reasonable  basis for  them,  but we cannot  assure  you that our  expectations,
beliefs and projections will be realized.

         Before  you invest in our  common  stock,  you should be aware that the
occurrence of the events  described in the immediately  above section  captioned
"Risk  Factors"  and  otherwise  discussed  elsewhere in this  prospectus  or in
materials incorporated in this prospectus by reference to our other filings with
the Commission,  could have a material adverse affect on our business, financial
condition and results of operation.

         The data  included in this  prospectus  regarding  markets and ranking,
including  the size of certain  markets and our position and the position of our
competitors   within  these   markets,   are  based  on   independent   industry
publications, reports of government agencies or other published industry sources
or our estimates based on  management's  knowledge and experience in the markets
in which we operate.  Our estimates have been based on  information  provided by
customers, suppliers, trade and business organizations and other contacts in the
markets in which we operate. We believe these estimates to be accurate as of the
date of this  prospectus.  However,  this information may prove to be inaccurate
because of the method by which we obtained some of the data for our estimates or
because this information  cannot always be verified with complete  certainty due
to the limits on the  availability  and  reliability  of raw data, the voluntary
nature of the data gathering  process and other  limitations  and  uncertainties
inherent  in a survey of market  size.  As a result,  you  should be aware  that
market,  ranking  and  other  similar  data  included  in this  prospectus,  and
estimates and beliefs based on that data, may not be reliable.

                                       15
SELLING STOCKHOLDERS

         This  prospectus  relates  to  Shares  that are  being  registered  for
reoffers and resales by Selling  Stockholders  who have  acquired or may acquire
Shares  pursuant  to each of the  1996  Plan  and the  2003  Plan.  The  Selling
Stockholders  may resell any or all of the Shares at any time they choose  while
this prospectus is effective.

         Executive  officers and  directors,  their family  members,  trusts for
their  benefit,  or entities that they own, that acquire  common stock under the
Plans  may be added  to the  Selling  Stockholder  list  below  by a  prospectus
supplement  filed with the SEC.  The number of Shares to be sold by any  Selling
Stockholder  under this  prospectus  also may be  increased  or  decreased  by a
prospectus supplement.  Non-affiliates who purchased restricted  securities,  as
these terms are defined in rule 144(a) under the  Securities  Act,  under any of
our employee  benefit plans and who are not named below may use this  prospectus
for the offer or sale of their  common  stock if they hold 1,000 shares or less.
Although a person's name is included in the table below, neither that person nor
we are making an admission that the named person is our "affiliate."

         The  information  in the  table  below  sets  forth,  for each  Selling
Stockholder,  based upon information available to us as of November 5, 2003, the
number of shares of our common  stock  beneficially  owned  before and after the
sale of the Shares,  the maximum  number of Shares to be sold and the percentage
of the  outstanding  shares  of our  common  stock  owned  after the sale of the
Shares.  We have not been informed  whether any Selling  Stockholders  intend to
sell any Shares.  The inclusion of Shares in the table below does not constitute
a commitment to sell any Shares.
NUMBER OF     PERCENTAGE OF
                                                                                    SHARES           COMMON
                                                    NUMBER OF                        TO BE        STOCK TO BE
                                                      SHARES                     BENEFICIALLY     BENEFICIALLY
                              RELATIONSHIPS TO     BENEFICIALLY   SHARES TO BE    OWNED AFTER     OWNED AFTER
NAME OF SELLER                   THE COMPANY        OWNED (1)       SOLD (2)     THE OFFERING   THE OFFERING (1)
--------------                ----------------     ------------   ------------   ------------   ----------------
David Walke (3) (4)            Chief Executive      2,031,960         750,000       1,344,182         9.9%
                              Officer; Director

Andrew P. Garvin (5)         President; Director      803,539          85,000         721,539         5.4%

Peter M. Stone (6)               Senior Vice           42,500         100,000              --          *
                              President, Chief
                             Financial Officer,
                                Secretary and
                                  Treasurer

Stephan B. Sigaud (7)          Executive Vice         118,939         176,000             750          *
                                  President

Scott Gerard (8)                 Controller             7,667          25,000              --          *

Martin E. Franklin (9) (10)    Chairman of the      1,975,292         630,000       1,344,181         9.9%
                               Board; Director

Marc L. Reisch (11) (12)          Director            372,500          60,000         312,500         2.4%

Robert J. Sobel (13)              Director            485,000         110,000         375,000         2.8%
16
Warren Struhl (14)                Director            372,500          60,000         312,500         2.4%

Denise Shapiro (15)               Director             30,000          30,000              --          *

Richard Longenecker (16)        Executive Vice         20,000          80,000              --          *
                                  President
*        Less than 1%

(1)  Based on 13,198,982  Shares of Common Stock  outstanding  as of November 5,
     2003. As used in this table, a beneficial owner of a security  includes any
     person  who,  directly  or  indirectly,   through  contract,   arrangement,
     understanding,  relationship  or  otherwise  has or shares (a) the power to
     vote, or direct the voting of, such security or (b) investment  power which
     includes  the power to  dispose,  or to direct  the  disposition  of,  such
     security.  In addition,  a person is deemed to be the beneficial owner of a
     security if that person has the right to acquire  beneficial  ownership  of
     such security within 60 days.

(2)  Represents the maximum number of Shares issued under the Plan that could be
     sold under this  prospectus  if the holder  sold all of his or her  Shares,
     exercised  all of his or her options  when  vested and sold the  underlying
     Shares.  Does not  constitute a commitment to sell any or all of the stated
     number of Shares.  The number of Shares to be sold shall be determined from
     time to time by each Selling Stockholder in his or her discretion.

(3)  Includes  1,694,182  shares of common  stock and  211,111  shares of common
     stock  issuable  under  outstanding  warrants,  held in the  name of  Walke
     Associates, Inc.

(4)  Includes 126,667 shares issuable under outstanding options.

(5)  Includes 82,000 shares issuable under outstanding options.

(6)  Includes 42,500 shares issuable under outstanding options.

(7)  Includes 96,000 shares issuable under outstanding options.

(8)  Includes 7,667 shares issuable under outstanding options.

(9)  Includes  1,659,181  shares of common  stock and  211,111  shares of common
     stock  issuable  under  outstanding  warrants,  held in the name of  Marlin
     Equities, LLC.

(10) Includes 105,000 shares issuable under outstanding options.

(11) Includes 60,000 shares issuable under outstanding options.

(12) Includes 150,000 shares held by Marc Reisch as custodian for his children.

(13) Includes 110,000 shares issuable under outstanding options.

(14) Includes 60,000 shares issuable under outstanding options.

(15) Includes 30,000 shares issuable under outstanding options.

(16) Includes 20,000 shares issuable under outstanding options.

                                       17
PLAN OF DISTRIBUTION

          The Selling Stockholders (or their pledgees, donees,  transferees,  or
other successors in interest) from time to time may sell all or a portion of the
Shares "at the market" to or through a marketmaker  or into an existing  trading
market, in private sales, including direct sales to purchasers,  or otherwise at
prevailing  market prices or at  negotiated or fixed prices.  By way of example,
and  not by way of  limitation,  the  Shares  may be  sold by one or more of the
following  methods:  (a) a block  trade in which the broker or dealer so engaged
will  attempt to sell the Shares as agent but may  purchase and resell a portion
of the block as principal to  facilitate  the  transaction;  (b)  purchases by a
broker or dealer  as  principal  and  resale  by such  broker or dealer  for its
account pursuant to this Prospectus;  (c) an exchange distribution in accordance
with the rules of such exchange;  and (d) ordinary  brokerage  transactions  and
transactions  in which the  broker  solicits  purchasers.  In  effecting  sales,
brokers or  dealers  engaged by the  seller  may  arrange  for other  brokers or
dealers to participate. Brokers or dealers will receive commissions or discounts
from the seller in amounts to be negotiated  immediately prior to the sale. Such
brokers or dealers and any other participating  brokers or dealers may be deemed
to be "underwriters" within the meaning of the Securities Act in connection with
such sales. In addition, any securities covered by this Prospectus which qualify
for sale  pursuant to Rule 144 under the  Securities  Act may be sold under Rule
144 rather than pursuant to this Prospectus.

         The Selling  Stockholders  may also enter into derivative  transactions
with third parties.  If the applicable  prospectus  supplement or post-effective
amendment indicates, in connection with those derivatives, the third parties may
sell  securities  covered  by  this  prospectus  and the  applicable  prospectus
supplement or post-effective amendment, including in short sale transactions. If
so, the third party may use securities  pledged by the Selling  Stockholders  or
borrowed  from the Selling  Stockholders  or others to settle  those sales or to
close out any related open borrowings of stock, and may use securities  received
from the Selling  Stockholders  in settlement of those  derivatives to close out
any related open borrowings of stock. The third party in such sale  transactions
may be deemed an underwriter and, if not identified in this prospectus,  will be
identified  in  the  applicable   prospectus  supplement  (or  a  post-effective
amendment).

          The Selling  Stockholders may agree to indemnify any agent,  dealer or
broker-dealer  that  participates in transactions  involving sales of the Shares
against certain liabilities,  including liabilities arising under the Securities
Act. Any  commissions  paid or any discounts or concessions  allowed to any such
broker-dealer which purchases Shares as principal or any profits received on the
resale of such Shares may be deemed to be underwriting discounts and commissions
under the Securities Act.

          In order to comply with certain state  securities  law, if applicable,
the Common Stock will not be sold in a particular  state unless the Common Stock
has been  registered  or qualified  for sale in such state or an exemption  from
registration or qualification is available and is complied with.

            Each Selling  Stockholder  will deliver a Prospectus  in  connection
with the sale of the Shares.

                                       18
EXPENSES

          All  expenses  of  this  Offering,   including  the  expenses  of  the
registration of the Shares of Common Stock offered hereby,  will be borne by us.
It is estimated that the total amount of such expenses will not exceed $30,000.

                                 USE OF PROCEEDS

          The Company will not realize any proceeds  from the sale of the Common
Stock which may be sold pursuant to this prospectus for the respective  accounts
of the Selling Stockholders. The Company, however, will derive proceeds from the
sale of stock to  Selling  Stockholders  and upon the  exercise  of the  options
granted to Selling  Stockholders.  All such  proceeds  will be  available to the
Company for working capital and general corporate purposes. No assurances can be
given, however, as to when or if any or all of the options will be exercised.

                                    LEGALITY

          Certain  legal  matters  in  connection  with the  securities  offered
hereunder will be passed upon for the Company by Kane Kessler, P.C., 1350 Avenue
of the Americas, New York, New York 10019.

                                     EXPERTS

          The   consolidated   financial   statements  of  Find/SVP,   Inc.  and
subsidiaries  (the  Company)  and  the  related  financial   statement  schedule
incorporated  by reference  from the Company's  Annual Report on Form 10-K/A for
the year ended  December  31,  2002 have been  audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports,  which are incorporated herein
by reference, and have been so incorporated in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.

          The financial  statements of Teltech for the years ended  December 31,
2002 and 2001,  appearing in the Current  Report (Form 8-K/A) of FIND/SVP,  Inc.
and its Subsidiaries  (the Company) filed on September 16, 2003, been audited by
Ernst & Young LLP, independent auditors,  as stated in their reports,  which are
incorporated herein by reference, and have been so incorporated in reliance upon
the reports of such firm given upon their authority as experts in accounting and
auditing.

                                       19
This  Prospectus  contains  information  concerning  the  Company,  but does not
contain all of the information set forth in the  Registration  Statement and the
Exhibits relating  thereto,  which the Company has filed with the Securities and
Exchange  Commission,  Washington,  D.C.,  under the  Securities Act of 1933, as
amended, and to which reference is hereby made.

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

                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----
AVAILABLE INFORMATION......................................................  5

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................  6

THE COMPANY................................................................  8

SELLING STOCKHOLDERS.......................................................  16

PLAN OF DISTRIBUTION.......................................................  18

EXPENSES...................................................................  19

USE OF PROCEEDS............................................................  19

LEGALITY...................................................................  19

EXPERTS....................................................................  19

No  dealer,  salesperson  or other  person  has  been  authorized  to given  any
information or to make any  representation not contained in this Prospectus and,
if given or made, such information or representation  must not be relied upon as
having been  authorized by the Company.  This  Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any of the securities offered
hereby in any  jurisdiction  to any person to whom it is  unlawful  to make such
offer in such jurisdiction. Neither the delivery of this Prospectus nor any sale
made hereunder shall under any  circumstances  create any implication that there
have been no changes in the affairs of the Company since the date hereof.

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

                                       20
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")  by FIND/SVP,  Inc., a New York  corporation (the
"Company"), are incorporated by reference into the Registration Statement:

                           (a) The Company's  Annual Report on Form 10-K for the
                  fiscal year ended December 31, 2002, except Items 6, 7, 8, 14,
                  and 15, filed pursuant to the Securities  Exchange Act of 1934
                  (the "Exchange Act");

                           (b) The  Company's  Annual  Report on Form 10-K/A for
                  the fiscal year ended December 31, 2002, filed pursuant to the
                  Exchange Act;

                           (c) The Company's  Quarterly  Report on Form 10-Q for
                  the  quarter  ended  March  31,  2003,  filed on May 15,  2003
                  pursuant to the Exchange Act;

                           (d) The Company's  Quarterly  Report on Form 10-Q for
                  the  quarter  ended June 30,  2003,  filed on August 14,  2003
                  pursuant to the Exchange Act;

                           (e) The Company's  Quarterly  Report on Form 10-Q for
                  the quarter ended  September  30, 2003,  filed on November 13,
                  2003 pursuant to the Exchange Act;

                           (f) The Company's Current Report on Form 8-K, Date of
                  Event - April 1, 2003, filed on April 16, 2003 pursuant to the
                  Exchange Act;

                           (g) The Company's Current Report on Form 8-K, Date of
                  Event - May 14,  2003,  filed on May 20, 2003  pursuant to the
                  Exchange Act;

                           (h) The Company's Current Report on Form 8-K, Date of
                  Event - July 1, 2003,  filed on July 16, 2003  pursuant to the
                  Exchange Act;

                           (i) The Company's Current Report on Form 8-K, Date of
                  Event - August 18, 2003,  filed on August 22, 2003 pursuant to
                  the Exchange Act;

                           (j) The Company's Current Report on Form 8-K, Date of
                  Event - November 13, 2003, filed on November 17, 2003 pursuant
                  to the Exchange Act;

                           (k) The Company's  Current Report on Form 8-K/A, Date
                  of Event - April 1, 2003,  filed on June 16, 2003  pursuant to
                  the Exchange Act;

                           (l) The Company's  Current Report on Form 8-K/A, Date
                  of Event - July 1, 2003,  filed on September 15, 2003 pursuant
                  to the Exchange Act;

                           (m)  The  Company's  definitive  Proxy  Statement  on
                  Schedule 14A filed on April 30, 2003; and

                                       21
(n) The  description  of the Company's  Common Stock,
                  par value  $.0001 per share (the "Common  Stock"),  registered
                  under  Section  12(g) of the Exchange Act, as set forth in the
                  Registrant's  Registration  Statement  on Form S-18 (Reg.  No.
                  33-8634-NY),  dated October 31, 1986, including any amendments
                  thereto filed for the purpose of updating such description.

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

ITEM 4.           DESCRIPTION OF SECURITIES

                  Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  Under  Section 722 of the New York  Business  Corporation  Law
("BCL"),  a corporation may indemnify any person made, or threatened to be made,
a party to an action  or  proceeding  (other  than one by or in the right of the
corporation  to procure a judgment in its  favor),  whether  civil or  criminal,
including an action by or in the right of any other  corporation  of any type or
kind, domestic or foreign, or any partnership,  joint venture,  trust,  employee
benefit  plan  or  other  enterprise,  which  any  director  or  officer  of the
corporation served in any capacity at the request of the corporation,  by reason
of the fact that he, his testator or intestate, was a director or officer of the
corporation,  or served  such other  corporation,  partnership,  joint  venture,
trust,  employee benefit plan or other enterprise in any capacity at the request
of the corporation,  against  judgments,  fines,  amounts paid in settlement and
reasonable expenses, including attorneys' fees actually and necessarily incurred
as a result  of such  action  or  proceeding,  or any  appeal  therein,  if such
director or officer  acted,  in good faith,  for a purpose  which he  reasonably
believed to be in, or, in the case of service for any other  corporation  or any
partnership,  joint venture,  trust,  employee benefit plan or other enterprise,
not opposed to, the best interests of the corporation  and, in criminal  actions
or proceedings,  in addition, had no reasonable cause to believe his conduct was
unlawful.  In actions by or in the right of the  corporation,  a corporation may
indemnify  such  person  against  amounts  paid  in  settlement  and  reasonable
expenses,  including  attorneys'  fees  actually and  necessarily  incurred as a
result of such action or proceeding,  or any appeal therein, if such director or
officer acted, in good faith,  for a purpose which he reasonably  believed to be
in, or, in the case of service  for any other  corporation  or any  partnership,
joint venture, trust, employee benefit plan or other enterprise, not opposed to,
the best interests of the corporation,  except that no indemnification  shall be
made in  actions  by or in the  right of the  corporation  in  respect  of (1) a
threatened  action,  or a pending action which is settled or otherwise  disposed
of, or (2) any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable to the corporation, unless and only to the extent that the
court in which the action was brought,  or, if no action was brought,  any court
of competent jurisdiction,

                                       22
determines upon application  that, in view of all the circumstances of the case,
the person is fairly and  reasonably  entitled to indemnity  for such portion of
the settlement amount and expenses as the court deems proper.  Under Section 723
of the BCL, a person who has been successful, on the merits or otherwise, in the
defense of a criminal or civil action or proceeding  of the character  described
in Section 722 of the BCL shall be entitled to  indemnification as authorized in
such section.  The  indemnification  and advancement of expenses provided for or
granted  pursuant to Sections 722 - 726 are not exclusive of any other rights of
indemnification   or   advancement   of   expenses   to  which   those   seeking
indemnification  or advancement  of expenses may be entitled,  and a corporation
may purchase and maintain  insurance  against  liabilities  asserted against any
former or current director,  officer, employee or agent of the corporation, or a
person who is or was  serving at the request of the  corporation  as a director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other enterprise,  whether or not the power to indemnify is provided by
the statute.

                  Our By-laws  provide that we may  indemnify any person who was
or is a party or is threatened to be made a party to any threatened,  pending or
completed action, suit or proceeding,  whether civil, or criminal (other than an
action  by or in the right of the  Company)  by reason of the fact that he is or
was a director,  officer,  employee or agent of the Company or is or was serving
at the  request of the  Company as a  director,  officer,  employee  or agent of
another corporation or enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding if such person
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed to the best interests of the Company,  and, with respect to any criminal
action or proceeding,  had no reasonable  cause to believe such person's conduct
was unlawful.

                  Our By-laws also provide that we may  indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or  completed  action or suit by or in the  right of the  Company  to  procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities  set  forth  above,  against  expenses  (including  attorneys'  fees)
actually and reasonably  incurred by such person in connection  with the defense
or  settlement  of  such  action  or suit if such  person  acted  under  similar
standards,  except that no indemnification  may be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to
the Company unless and only to the extent that the court in which such action or
suit was  brought,  or,  if no  action  was  brought,  any  court  of  competent
jurisdiction,  shall determine upon application that despite the adjudication of
liability  but in view of all the  circumstances  of the  case,  such  person is
fairly and  reasonably  entitled to indemnity for such expenses which such court
shall deem proper.

                  Our  By-laws  also  provide  that to the extent a director  or
officer of the Company has been successful in the defense of any action, suit or
proceeding  referred  to in the  previous  paragraphs  or in the  defense of any
claim,  issue,  or matter  therein,  he shall be  indemnified  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection therewith; that indemnification provided for in the By-laws shall not
be deemed  exclusive of any other rights to which the  indemnified  party may be
entitled;  and that the Company may purchase and maintain insurance on behalf of
a director or officer of the Company against any liability  asserted against him
or  incurred  by him in any such  capacity  or arising out of his status as such
whether or not the Company  would have the power to  indemnify  him against such
liabilities under the provisions of Section 722 of the BCL.

                  The directors and officers of the Company are insured (subject
to certain exceptions and deductions)  against  liabilities which they may incur
in their capacity as such including  liabilities under the Securities Act, under
liability insurance policies carried by the Company.

                                       23
ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

                  Certain  restricted  securities  to be  reoffered  and  resold
pursuant to this Registration  Statement were issued under the 2003 Plan and the
1996 Plan and in transactions exempt from registration  pursuant to Section 4(2)
of the Securities Act.

ITEM 8.           EXHIBITS

Exhibit No.         Description of Exhibits
-----------         -----------------------

   4.1              FIND/SVP,  Inc.  1996 Stock Option Plan Amended and Restated
                    as  of  November  21,  2001  (filed  as  Exhibit  A  to  the
                    Registrant's  Proxy Statement dated May 8, 2002,  filed with
                    the Commission on May 10, 2002).*

   4.2              FIND/SVP, Inc. 2003 Stock Incentive Plan (filed as Exhibit B
                    to the  Registrant's  Proxy  Statement  dated May 14,  2003,
                    filed with the Commission on April 30, 2003).*

   5.1              Opinion of Kane Kessler,  P.C. regarding the legality of the
                    securities being registered.**

   23.1             Consent of Deloitte & Touche LLP.**

   23.2             Consent of Ernst & Young LLP.**

   23.3             Consent of Kane Kessler, P.C. (included in Exhibit 5.1).**

   24.1             Power of Attorney  (included in the signature  pages of this
                    registration statement).**

--------------
*             Incorporated by reference.
**            Filed herewith.

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 the Registration Statement:

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

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  Registration
                  Statement;

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in the  Registration  Statement or any material change to such
                  information in the Registration Statement;

                                       24
PROVIDED,  HOWEVER,  that  paragraphs  (a)(i)  and  (a)(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 by the Company  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in the Registration Statement.

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

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

         B. The undersigned  registrant  hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual  report  pursuant to Section  13(a) or 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
Securities Act may be permitted to directors,  officers and controlling  persons
of the Company pursuant to the foregoing provisions,  or otherwise,  the Company
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company 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
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.

                                       25
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 New York, State of New York, on this 11th day of
December, 2003.

                                          FIND/SVP, INC.

                                          By:  /s/ David Walke
                                               ----------------------
                                               Name: David Walke
                                               Title:  Chief Executive Officer

                                          By:  /s/ Peter M. Stone
                                               ----------------------
                                               Name: Peter M. Stone
                                               Title:  Chief Financial Officer

                                       26
POWER OF ATTORNEY

          Each of the  undersigned  officers and  directors  of  FIND/SVP,  Inc.
hereby severally constitute and appoint each of David Walke and Peter M Stone as
the attorneys-in-fact for the undersigned,  in any and all capacities, with full
power of substitution,  to sign any and all pre- or post-effective amendments to
this Registration Statement,  any subsequent Registration Statement for the same
offering  which may be filed pursuant to Rule 462(b) under the Securities Act of
1933, as amended, and any and all pre- or post-effective amendments thereto, and
to file the same  with  exhibits  thereto  and  other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person,  hereby ratifying
and  confirming all that said  attorneys-in-fact  may lawfully do or cause to be
done by virtue hereof.

          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:
Name                         Title                                Date
         ----                         -----                                ----
/s/ David Walke              Chief Executive Officer and            December 11, 2003
----------------------       Director (Principal Executive
David Walke                  Officer)

/s/ Peter M. Stone           Chief Financial Officer (Principal     December 11, 2003
----------------------       Financial and Accounting Officer)
Peter M. Stone

/s/ Andrew P. Garvin         President and Director                 December 11, 2003
----------------------
Andrew P. Garvin

/s/ Martin E. Franklin       Chairman of the Board of Directors     December 11, 2003
----------------------
Martin E. Franklin

/s/ Marc L. Reisch           Director                               December 11, 2003
----------------------
Marc L. Reisch

/s/ Robert J. Sobel          Director                               December 11, 2003
----------------------
Robert J. Sobel

/s/ Warren Struhl            Director                               December 11, 2003
----------------------
Warren Struhl

/s/ Denise Shapiro           Director                               December 11, 2003
----------------------
Denise Shapiro
27
EXHIBIT INDEX

ITEM 8.           EXHIBITS

Exhibit No.         Description of Exhibits
----------          ------------------------

   4.1              FIND/SVP,  Inc.  1996 Stock Option Plan Amended and Restated
                    as  of  November  21,  2001  (filed  as  Exhibit  A  to  the
                    Registrant's  Proxy Statement dated May 8, 2002,  filed with
                    the Commission on May 10, 2002).*

   4.2              FIND/SVP, Inc. 2003 Stock Incentive Plan (filed as Exhibit B
                    to the  Registrant's  Proxy  Statement  dated May 14,  2003,
                    filed with the Commission on April 30, 2003).*

   5.1              Opinion of Kane Kessler,  P.C. regarding the legality of the
                    securities being registered.**

   23.1             Consent of Deloitte & Touche LLP.**

   23.2             Consent of Ernst & Young LLP.**

   23.3             Consent of Kane Kessler, P.C. (included in Exhibit 5.1).**

   24.1             Power of Attorney  (included in the signature  pages of this
                    registration statement).**

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

*                   Incorporated by reference.
**                  Filed herewith.

                                       28