Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                           Network Imaging Corporation
               (Exact name of issuer as specified in its charter)

           Delaware                                     54-1590649
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                   Identification Number)

                             500 Huntmar Park Drive
                             Herndon, Virginia 20170
              (Address of principal executive offices and zip code)



         Network Imaging Corporation Amended and Restated 1997 Director
                                Stock Option Plan
            Network Imaging Corporation Employee Stock Purchase Plan
              The 1994 Key Employee Incentive Stock Option Plan of
                          Network Imaging Corporation
                    (Full titles of the plans and/or grants)



                             Julia A. Bowen, Esquire
                           Network Imaging Corporation
                             500 Huntmar Park Drive
                             Herndon, Virginia 20170
                     (Name and address of agent for service)
                                 (703) 478-2260
          (Telephone number, including area code, of agent for service)

<TABLE>

                         CALCULATION OF REGISTRATION FEE
<CAPTION>
--------------------------------- ------------------ ------------------- -------------------- ---------------------

     Title of securities               Amount to      Proposed maximum    Proposed maximum         Amount of
       to be registered             be registered    offering price      Aggregate offering   registration fee (1)
                                                        per share (1)         Price (1)
--------------------------------- ------------------ ------------------- -------------------- ---------------------
<S>                               <C>                <C>                 <C>                  <C>

Common Stock, $.0001 Par Value    1,760,000 shares         $1.16             $2,041,600             $704
--------------------------------- ------------------ ------------------- -------------------- ---------------------


(1)   Estimated  solely for the purpose of  calculating  the  registration  fee,
      pursuant to Rule 457(c) under the  Securities Act of 1933, on the basis of
      the  average of the high and low prices for the Common  Stock on March 19,
      1998, as reported by the NASDAQ National Market System.
</TABLE>

================================================================================



                         PART I: PROSPECTUS INFORMATION

         This  registration  statement  relates to (a) 360,000  shares of Common
Stock reserved for issuance upon the exercise of options granted or which may be
granted under the  Registrant's  Amended and Restated 1997 Director Stock Option
Plan, (b) 400,000 shares of Common Stock reserved for issuance upon the exercise
of options granted  pursuant to the Network Imaging  Corporation  Employee Stock
Purchase Plan, and (c) 1,000,000  additional shares of Common Stock reserved for
issuance upon the exercise of options  granted or which may be granted under the
Registrant's 1994 Employee Stock Option Plan.

Item 1.  Plan Information.

         Inapplicable.

Item 2.  Registrant Information and Employee Plan Annual Information.

         The documents containing the information  specified in this Part I will
be sent or given to participants in the Amended and Restated 1997 Director Stock
Option Plan, the Network  Imaging  Corporation  Employee Stock Purchase Plan and
the 1994 Key Employee  Incentive  Stock  Option Plan to which this  Registration
Statement  relates as specified by Rule 428(b)  promulgated under the Securities
Act of  1933,  as  amended,  and are  not  filed  as  part of this  Registration
Statement.


                   PART II: REGISTRATION STATEMENT INFORMATION

Item  3.  Incorporation of Documents by Reference.

         The following  documents  previously  filed with the  Commission by the
Company are incorporated in this Prospectus by reference:

         1. The  Company's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.

         2.       The description of the Company's Common Stock contained in the
                  Company's   Registration  Statement  on  Form  8-A  under  the
                  Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act"),
                  including   any  amendment  or  report  filed  to  update  the
                  description.

         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
14 or 15(d) of the Exchange Act, after the date of this  registration  statement
and prior to the termination of the offering of the Common Stock shall be deemed
to be incorporated by reference in this registration  statement and to be a part
hereof from the date of filing 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 other  subsequently
filed document that also is or is deemed to be incorporated by reference  herein
modifies or supersedes such  statement.  Any statement so modified or superseded
shall not be deemed,  except as so modified or superseded,  to constitute a part
of this registration statement.

Item 4.  Description of Securities.

         Inapplicable.


<PAGE>

Item 5.  Interests of Named Experts and Counsel.

         Inapplicable.

Item  6.  Indemnification of Directors and Officers.

         Delaware  General   Corporation  Law,  Section  102(b)(7),   enables  a
corporation in its certificate of  incorporation  to eliminate or limit personal
liability of members of its Board of Directors  for monetary  damages for breach
of a director's  fiduciary duty of care. The  elimination or limitation does not
apply where  there has been a breach of the duty of  loyalty,  failure to act in
good faith,  engaging in  intentional  misconduct or knowingly  violating a law,
paying a dividend or approving a stock  repurchase  which was deemed  illegal or
obtaining  an  improper   personal   benefit.   The  Company's   Certificate  of
Incorporation and Bylaws provide that directors "shall be excused from liability
to the  fullest  extent  permitted  by  Delaware  law," as now in  effect  or as
subsequently amended.

         Delaware  General  Corporation  Law, Section 145, permits a corporation
organized under Delaware law to indemnify directors and officers with respect to
any matter in which the director or officer  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,  he had no
reasonable cause to believe his conduct was unlawful.
The Bylaws of the Company include comparable provisions.

         Directors  and officers are also insured  against  certain  liabilities
under a directors and officers'  liability  insurance  policy  maintained by the
Company.

Item 7.  Exemption from Registration Claimed.

         Inapplicable.

Item  8.  Exhibits.

         5    Opinion of General Counsel of the Company as to  the  legality  of
              securities being registered.

         10.1 The Network Imaging Corporation Amended and Restated 1997 Director
              Stock Option Plan.

         10.2 Network Imaging Corporation Employee Stock Purchase Plan.

         10.3 The 1994 Key Employee Incentive Stock Option Plan of Network  Ima-
              ging Corporation.

         23.1 Consent of Ernst & Young LLP.

         23.2 Consent of Price Waterhouse LLP.

         23.2 Consent of General Counsel.  Contained with the opinion  filed  as
              Exhibit 5 hereto and incorporated herein by  this  reference.

         24.1 Powers of Attorney.  Contained in the signature pages of this Form
              S-8 registration statement and incorporated herein by reference.


<PAGE>


Item 9. Undertakings.

             (a)  Rule 415 Offering.

             The undersigned Registrant hereby undertakes:

              (1) To file,  during any period in which offers or sales are being
              made, a post-effective amendment to this registration statement to
              include  any  additional  or  changed  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.

              (2) That, for the purpose of determining  any liability  under the
              Securities Act of 1933, as amended (the  "Securities  Act"),  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  that remain unsold at the end of
              the offering.


             (b)  Filings Incorporating Subsequent Exchange Act Documents by Re-
ference.

              The undersigned Registrant hereby undertakes that, for purposes of
              determining any liability under the Securities Act, each filing of
              the  Registrant's  annual  report  pursuant  to  section  13(a) or
              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)  Regulation  S-K  Item  512(h)  Undertaking  for  Registration
Statement on Form S-8.

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







<PAGE>





                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  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 Herndon, State of Virginia, on the 23rd day of March,
1998.

                                    NETWORK IMAGING CORPORATION

                                    By:           *
                                       -------------------------
                                       James J. Leto
                                       President and Chief Executive Officer


                                  EXHIBIT 24.1

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that the persons who signatures appear
below  constitute  and appoint James J. Leto and Jorge R.  Forgues,  and each of
them,  as true and  lawful  attorneys-in-fact  and  agents  with  full  power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all capacities to sign this Registration  Statement on Form S-8 relating
to  certain  stock  option  plans  and  stock  purchase  plans,  and any and all
amendments (including post-effective  amendments) to said Registration Statement
on Form  S-8,  and to file  the  same,  with all  exhibits  thereto,  and  other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said  attorneys-in-fact  and agents full power and authority to do
and perform each and every act and thing  requisite and necessary to be done, as
fully as to all intents and  purposes as he might or could do in person,  hereby
ratifying and  confirming  all that said  attorneys-in-fact  and agents or their
substitute or substitutes may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  on Form S-8 have  been  signed  below by the  following
persons in the capacities and on the dates indicated.  Moreover, the undersigned
hereby  also  certify  that to the  best  of  their  knowledge  and  belief  the
Registrant meets all the requirements for filing on Form S-8.

     Signature                         Title                           Date


          *                  President and Chief Executive        March 23, 1998
-------------------------    Officer; Director (Principal
James J. Leto                Executive Officer)

          *                  Senior Vice President and Chief      March 23, 1998
-------------------------    Financial Officer (Principal
Jorge R. Forgues             Financial Officer and Principal
                             Accounting Officer)

          *                  Director and Secretary               March 23, 1998
-------------------------
Robert P. Bernardi






          *                  Director                             March 23, 1998
-------------------------
John F. Burton

          *                  Director                             March 23, 1998
-------------------------
C. Alan Peyser

          *                  Director                             March 23, 1998
-------------------------
Robert Ripp

*By:  /s/ James J. Leto
    -------------------
    James J. Leto, Attorney-in-Fact
[{"type": "S-8", "sequence": "1", "description": "NETWORK IMAGING CORPORATION S-8", "secsgml_size_bytes": 15626}]
{"company-data": {"conformed-name": "NETWORK IMAGING CORP", "cik": "0000883946", "assigned-sic": "7373", "irs-number": "541590649", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48479", "film-number": "98571249"}, "business-address": {"street1": "500 HUNTMAR PARK DR", "city": "HERNDON", "state": "VA", "zip": "22070", "phone": "7034782260"}, "mail-address": {"street1": "500 HUNTMAR PARK DRIVE", "city": "HERNDON", "state": "VA", "zip": "22070"}}
Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           Network Imaging Corporation
               (Exact name of issuer as specified in its charter)

           Delaware                                     54-1590649
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                   Identification Number)

                             500 Huntmar Park Drive
                             Herndon, Virginia 20170
              (Address of principal executive offices and zip code)

         Network Imaging Corporation Amended and Restated 1997 Director
                                Stock Option Plan
            Network Imaging Corporation Employee Stock Purchase Plan
              The 1994 Key Employee Incentive Stock Option Plan of
                          Network Imaging Corporation
                    (Full titles of the plans and/or grants)

                             Julia A. Bowen, Esquire
                           Network Imaging Corporation
                             500 Huntmar Park Drive
                             Herndon, Virginia 20170
                     (Name and address of agent for service)
                                 (703) 478-2260
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
--------------------------------- ------------------ ------------------- -------------------- ---------------------

     Title of securities               Amount to      Proposed maximum    Proposed maximum         Amount of
       to be registered             be registered    offering price      Aggregate offering   registration fee (1)
                                                        per share (1)         Price (1)
--------------------------------- ------------------ ------------------- -------------------- ---------------------
Common Stock, $.0001 Par Value    1,760,000 shares         $1.16             $2,041,600             $704
--------------------------------- ------------------ ------------------- -------------------- ---------------------

(1)   Estimated  solely for the purpose of  calculating  the  registration  fee,
      pursuant to Rule 457(c) under the  Securities Act of 1933, on the basis of
      the  average of the high and low prices for the Common  Stock on March 19,
      1998, as reported by the NASDAQ National Market System.
================================================================================

                         PART I: PROSPECTUS INFORMATION

         This  registration  statement  relates to (a) 360,000  shares of Common
Stock reserved for issuance upon the exercise of options granted or which may be
granted under the  Registrant's  Amended and Restated 1997 Director Stock Option
Plan, (b) 400,000 shares of Common Stock reserved for issuance upon the exercise
of options granted  pursuant to the Network Imaging  Corporation  Employee Stock
Purchase Plan, and (c) 1,000,000  additional shares of Common Stock reserved for
issuance upon the exercise of options  granted or which may be granted under the
Registrant's 1994 Employee Stock Option Plan.

Item 1.  Plan Information.

         Inapplicable.

Item 2.  Registrant Information and Employee Plan Annual Information.

         The documents containing the information  specified in this Part I will
be sent or given to participants in the Amended and Restated 1997 Director Stock
Option Plan, the Network  Imaging  Corporation  Employee Stock Purchase Plan and
the 1994 Key Employee  Incentive  Stock  Option Plan to which this  Registration
Statement  relates as specified by Rule 428(b)  promulgated under the Securities
Act of  1933,  as  amended,  and are  not  filed  as  part of this  Registration
Statement.

                   PART II: REGISTRATION STATEMENT INFORMATION

Item  3.  Incorporation of Documents by Reference.

         The following  documents  previously  filed with the  Commission by the
Company are incorporated in this Prospectus by reference:

         1. The  Company's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.

         2.       The description of the Company's Common Stock contained in the
                  Company's   Registration  Statement  on  Form  8-A  under  the
                  Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act"),
                  including   any  amendment  or  report  filed  to  update  the
                  description.

         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
14 or 15(d) of the Exchange Act, after the date of this  registration  statement
and prior to the termination of the offering of the Common Stock shall be deemed
to be incorporated by reference in this registration  statement and to be a part
hereof from the date of filing 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 other  subsequently
filed document that also is or is deemed to be incorporated by reference  herein
modifies or supersedes such  statement.  Any statement so modified or superseded
shall not be deemed,  except as so modified or superseded,  to constitute a part
of this registration statement.

Item 4.  Description of Securities.

         Inapplicable.
Item 5.  Interests of Named Experts and Counsel.

         Inapplicable.

Item  6.  Indemnification of Directors and Officers.

         Delaware  General   Corporation  Law,  Section  102(b)(7),   enables  a
corporation in its certificate of  incorporation  to eliminate or limit personal
liability of members of its Board of Directors  for monetary  damages for breach
of a director's  fiduciary duty of care. The  elimination or limitation does not
apply where  there has been a breach of the duty of  loyalty,  failure to act in
good faith,  engaging in  intentional  misconduct or knowingly  violating a law,
paying a dividend or approving a stock  repurchase  which was deemed  illegal or
obtaining  an  improper   personal   benefit.   The  Company's   Certificate  of
Incorporation and Bylaws provide that directors "shall be excused from liability
to the  fullest  extent  permitted  by  Delaware  law," as now in  effect  or as
subsequently amended.

         Delaware  General  Corporation  Law, Section 145, permits a corporation
organized under Delaware law to indemnify directors and officers with respect to
any matter in which the director or officer  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,  he had no
reasonable cause to believe his conduct was unlawful.
The Bylaws of the Company include comparable provisions.

         Directors  and officers are also insured  against  certain  liabilities
under a directors and officers'  liability  insurance  policy  maintained by the
Company.

Item 7.  Exemption from Registration Claimed.

         Inapplicable.

Item  8.  Exhibits.

         5    Opinion of General Counsel of the Company as to  the  legality  of
              securities being registered.

         10.1 The Network Imaging Corporation Amended and Restated 1997 Director
              Stock Option Plan.

         10.2 Network Imaging Corporation Employee Stock Purchase Plan.

         10.3 The 1994 Key Employee Incentive Stock Option Plan of Network  Ima-
              ging Corporation.

         23.1 Consent of Ernst & Young LLP.

         23.2 Consent of Price Waterhouse LLP.

         23.2 Consent of General Counsel.  Contained with the opinion  filed  as
              Exhibit 5 hereto and incorporated herein by  this  reference.

         24.1 Powers of Attorney.  Contained in the signature pages of this Form
              S-8 registration statement and incorporated herein by reference.
Item 9. Undertakings.

             (a)  Rule 415 Offering.

             The undersigned Registrant hereby undertakes:

              (1) To file,  during any period in which offers or sales are being
              made, a post-effective amendment to this registration statement to
              include  any  additional  or  changed  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.

              (2) That, for the purpose of determining  any liability  under the
              Securities Act of 1933, as amended (the  "Securities  Act"),  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  that remain unsold at the end of
              the offering.

             (b)  Filings Incorporating Subsequent Exchange Act Documents by Re-
ference.

              The undersigned Registrant hereby undertakes that, for purposes of
              determining any liability under the Securities Act, each filing of
              the  Registrant's  annual  report  pursuant  to  section  13(a) or
              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)  Regulation  S-K  Item  512(h)  Undertaking  for  Registration
Statement on Form S-8.

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

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  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 Herndon, State of Virginia, on the 23rd day of March,
1998.

                                    NETWORK IMAGING CORPORATION

                                    By:           *
                                       -------------------------
                                       James J. Leto
                                       President and Chief Executive Officer

                                  EXHIBIT 24.1

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that the persons who signatures appear
below  constitute  and appoint James J. Leto and Jorge R.  Forgues,  and each of
them,  as true and  lawful  attorneys-in-fact  and  agents  with  full  power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all capacities to sign this Registration  Statement on Form S-8 relating
to  certain  stock  option  plans  and  stock  purchase  plans,  and any and all
amendments (including post-effective  amendments) to said Registration Statement
on Form  S-8,  and to file  the  same,  with all  exhibits  thereto,  and  other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said  attorneys-in-fact  and agents full power and authority to do
and perform each and every act and thing  requisite and necessary to be done, as
fully as to all intents and  purposes as he might or could do in person,  hereby
ratifying and  confirming  all that said  attorneys-in-fact  and agents or their
substitute or substitutes may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  on Form S-8 have  been  signed  below by the  following
persons in the capacities and on the dates indicated.  Moreover, the undersigned
hereby  also  certify  that to the  best  of  their  knowledge  and  belief  the
Registrant meets all the requirements for filing on Form S-8.

     Signature                         Title                           Date

          *                  President and Chief Executive        March 23, 1998
-------------------------    Officer; Director (Principal
James J. Leto                Executive Officer)

          *                  Senior Vice President and Chief      March 23, 1998
-------------------------    Financial Officer (Principal
Jorge R. Forgues             Financial Officer and Principal
                             Accounting Officer)

          *                  Director and Secretary               March 23, 1998
-------------------------
Robert P. Bernardi

          *                  Director                             March 23, 1998
-------------------------
John F. Burton

          *                  Director                             March 23, 1998
-------------------------
C. Alan Peyser

          *                  Director                             March 23, 1998
-------------------------
Robert Ripp

*By:  /s/ James J. Leto
    -------------------
    James J. Leto, Attorney-in-Fact