As filed with the Securities and Exchange Commission on October 13, 1999.
                                           Registration Statement 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ______________

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

                      NATIONAL DISCOUNT BROKERS GROUP, INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                       22-2394480
(State or other jurisdiction                (I.R.S. Employer Identification No.)
 of incorporation or organization)

10 Exchange Place Centre, Jersey City, New Jersey                   07302
(Address of principal executive offices)                          (Zip Code)

                      National Discount Brokers Group, Inc.
                1999 Non-Qualified Stock Option Plan, As Amended
                            (Full title of the plan)

                          Frank E. Lawatsch, Jr., Esq.
             Executive Vice President, Secretary and General Counsel
                      National Discount Brokers Group, Inc.
                            10 Exchange Place Centre
                          Jersey City, New Jersey 07302
                     (Name and address of agent for service)

                                 (201) 946-2200
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                              James B. Keenan, Esq.
                 Gibbons, Del Deo, Dolan, Griffinger & Vecchione
                              One Riverfront Plaza
                          Newark, New Jersey 07102-5497
                                 (973) 596-4500

                         Calculation of Registration Fee
<TABLE>
---------------------------------------------------------------------------------------------------------------------
           <S>                              <C>              <C>                    <C>               <C>

                                                                 Proposed            Proposed
           Title of Each Class                 Amount        Maximum Offering        Maximum           Amount of
              of Securities                     To Be              Price            Aggregate         Registration
            to be Registered                Registered(1)      Per Share(2)          Offering            Fee(2)
                                                                                     Price(2)
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
Common Stock,  $.01 par value per share       1,000,000           $25.375          $25,375,000         $7,054.25
---------------------------------------------------------------------------------------------------------------------
</TABLE>

     (1) Pursuant to Rule 416(c) under the  Securities  Act of 1933, as amended,
this  registration  statement  also  covers  additional  shares of Common  Stock
pursuant to the anti-dilution provisions of the Plan.
<PAGE>



     (2)  Estimated in  accordance  with Rule 457(c)  solely for the purposes of
calculating the  registration  fee, based on the average high and low prices per
share of the  Registrant's  Common  Stock  as  reported  on The New  York  Stock
Exchange on October 11, 1999.

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The  following  documents  previously  filed by National  Discount  Brokers
Group,  Inc. (the  "Company")  with the Securities and Exchange  Commission (the
"Commission") are incorporated by reference in this Registration Statement:

     (1) The Company's  Annual Report on Form 10-K for the fiscal year ended
         May 31, 1999;

     (2) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
         Securities  Exchange  Act of 1934 (the  "Exchange  Act") since the
         filing of the Annual Report on Form 10-K described in (1) above;

     (3) The description of the Company's common stock, par value $.01 per share
         (the "Common Stock") contained in the Company's Registration Statement
         filed on Form S-1 (File No.  33-12904)  as filed  under the Securities
         Act of 1933,  as amended,  including  any  amendment  or report filed
         for the purpose of updating such description; and

     (4) All documents  subsequently  filed by the Company  pursuant to Sections
         13(a),  13(c),  14 and  15(d)  of the  Exchange  Act  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, shall be deemed to be incorporated by reference
         in this Registration  Statement and to be a part hereof  from the
         respective  date of filing of such  documents.  Any  statement
         contained  in a  document  incorporated  by  reference  herein  is
         modified  or superseded  for all  purposes to the extent that a
         statement  contained  in this Registration  Statement or in any other
         subsequently  filed  document  which is incorporated by reference
         modifies or replaces such statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Ralph N. Del Deo,  a senior  partner in the law firm of  Gibbons,  Del Deo,
Dolan,  Griffinger & Vecchione which performs legal services for the Company, is
a Director of the Company.


Item 6.  Indemnification of Directors and Officers.

     Section  145 of the  General  Corporation  Law of  the  State  of  Delaware
provides  for the  indemnification  of  officers  and  directors  under  certain
circumstances  against  expenses  incurred in successfully  defending  against a
claim and  authorizes  Delaware  corporations  to indemnify  their  officers and
directors under certain  circumstances against expenses and liabilities incurred
in legal  proceedings  involving  such persons  because of their being or having
been an officer or director.

     Section  102(b)  of  the  Delaware   General   Corporation  Law  permits  a
corporation,  by so providing in its certificate of incorporation,  to eliminate
or limit  director's  liability  to the  corporation  and its  stockholders  for
monetary  damages  arising out of certain  alleged  breaches of their  fiduciary
duty. Section 102(b)(7) provides that no such limitation of liability may affect
a director's liability with respect to any of the following: (i) breaches of the
director's duty of loyalty to the corporation or its stockholders;  (ii) acts or
omissions  not made in good faith or which  involve  intentional  misconduct  or
knowing  violations  of  law;  (iii)  liability  for  dividends  paid  or  stock
repurchased or redeemed in violation of the Delaware General Corporation Law; or
(iv) any  transaction  from  which the  director  derived an  improper  personal
benefit.  Section  102(b)(7) does not authorize any limitation on the ability of
the  corporation  or its  stockholders  to obtain  injunctive  relief,  specific
performance or other equitable relief against directors.

     Article  7 of the  Company's  Restated  Certificate  of  Incorporation,  as
amended,  provides that no director shall be personally liable to the Company or
any of its  stockholders for monetary damages for breach of his or her fiduciary
duty as a director  except to the  extent  such  elimination  or  limitation  is
prohibited by the Delaware General  Corporation  Law. In addition,  Article 7 of
the Company's  Restated  Certificate of Incorporation,  as amended,  provides in
substance  that to the fullest  extent  permitted by Delaware law, each director
and officer shall be indemnified  by the Company  against  reasonable  costs and
expenses,  including  attorneys  fees, and any  liabilities  which he or she may
incur in  connection  with any  action to which he or she may be made a party by
reason of his or her having  been a director  or  officer  of the  Company.  The
indemnification provided by the Company's Restated Certificate of Incorporation,
as amended,  is not deemed  exclusive of or in any way to limit any other rights
to which any person seeking indemnification may be entitled.

     The Company has entered into Indemnification  Agreements with the directors
and executive  officers of the Company (the "Officers")  whereby the Company has
agreed to  indemnify  and hold  harmless  the  Officers  to the  fullest  extent
permitted by the provisions of the Delaware General Corporation Law, and pay and
all expenses, fines, costs, and judgments or awards which the Officers may incur
in connection with their service as officers of the Company.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Exhibit No.                                          Description
4.1                                   National Discount Brokers Group,Inc. 1999
                                      Non-Qualified Stock Option Plan, as
                                      Amended - incorporated by reference to
                                      Exhibit 10.38 to the Company's Form 10-K
                                      for the fiscal year ended May 31, 1999.

4.2                                   The Company's Restated Certificate of
                                      Incorporation, as amended - incorporated
                                      by reference to Exhibit 3.3 to the
                                      Company's Form 10-Q for the quarter ended
                                      November 30, 1997.

4.3                                   Amended and Restated By-Laws of the
                                      Company - incorporated by reference to
                                      Exhibit 4.4 to the Company's Registration
                                      Statement on Form S-8 (File No. 333-41819)
                                      filed December 9, 1997.

5.1                                   Opinion of Gibbons, Del Deo, Dolan,
                                      Griffinger & Vecchione.

23.1                                  Consent of KPMG LLP.

23.2                                  Consent of PricewaterhouseCoopers LLP.

23.3                                  Consent of Gibbons, Del Deo, Dolan,
                                      Griffinger & Vecchione (included
                                      in Exhibit 5.1).

Item 9.  Undertakings.

         The Company hereby undertakes:

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

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act of 1933, as amended;

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

     (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.

     (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.
     (4) That,  for purposes of determining  any liability  under the Securities
Act of 1933,  each filing of the  Company's  annual  report  pursuant to Section
13(a) or 15(d) of the Securities  Exchange Act of 1934 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.

     (5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities and Exchange  Commission such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the 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 Act and will be governed by the final adjudication of
such issue.





                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company 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 Jersey City, State of New Jersey, on this 1st day of
September, 1999.


                                          NATIONAL DISCOUNT BROKERS GROUP, INC.


                                          By:  ________________________________
                                               Matthew S. Stadler
                                               Senior Vice President and Chief
                                               Financial Officer

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.
<TABLE>
<S>                                   <C>                                         <C>

Signature                                Title                                           Date

____________________                  Chief Executive Officer                     September 30, 1999
Arthur Kontos                         and Director
                                      (Principal Executive Officer)

____________________                  Senior Vice President and Chief             September 30, 1999
Matthew S. Stadler                    Financial Officer (Principal
                                      Financial and Accounting Officer)

____________________                  Director                                    September 30, 1999
James H. Lynch, Jr.

____________________                  Director                                    September 30, 1999
Charles Kirk Kellogg

_______________                       Director                                    September 30, 1999
Dennis Marino

______________                        Director                                    September 30, 1999
Thomas Newmann

______________                        Director                                    September 30, 1999
John P. Duffy

______________                        Director                                    September 30, 1999
Ralph Del Deo

____________________                  Director                                    September 30, 1999
Stephen DiLascio

</TABLE>

<TABLE>

<S>                   <C>                                                 <C>


                                             EXHIBIT INDEX


No.                             Description                                     Method of Filing

4.1                   National Discount Brokers Group,                    Incorporated by reference to
                      Inc. 1999 Non-Qualified Stock Option                Exhibit 10.38 to the Company's Form 10-K for
                      Plan, as Amended                                    the fiscal year ended May 31, 1999

4.2                   Restated Certificate of                             Incorporated by reference to Exhibit
                      Incorporation, as amended                           3.3 to the Company's Form 10-Q for the
                                                                          quarter ended November 30, 1997

4.3                   Amended and Restated By-Laws                        Incorporated by reference to Exhibit
                                                                          4.4 to the Company's Registration
                                                                          Statement on Form S-8 (File No.
                                                                          333-41819) filed December 9, 1997

5.1                   Opinion of Gibbons, Del Deo, Dolan,                 Filed with this Registration Statement
                      Griffinger & Vecchione

23.1                  Consent of KPMG LLP                                 Filed with this Registration Statement

23.2                  Consent of PricewaterhouseCoopers                   Filed with this Registration Statement

23.3                  Consent of Gibbons, Del Deo, Dolan,                 Included in Exhibit 5.1
                      Griffinger & Vecchione
</TABLE>


                                                                   Exhibit 5.1





                 Gibbons, Del Deo, Dolan, Griffinger & Vecchione
                              One Riverfront Plaza
                            Newark, New Jersey 07102


October 11, 1999


National Discount Brokers Group, Inc.
10 Exchange Place Centre
Jersey City, New Jersey  07302

     Re: National Discount Brokers Group, Inc. 1999  Non-Qualified  Stock Option
         Plan, as Amended

Ladies and Gentlemen:

     We have acted as counsel to National  Discount  Brokers  Group,  Inc.  (the
"Company") in connection with all proceedings  relating to the authorization and
proposed  issuance and sale by the Company of shares of common  stock,  $.01 par
value per share  ("Common  Stock")  upon the exercise of stock  options  granted
pursuant to the National Discount Brokers Group, Inc. 1999  Non-Qualified  Stock
Option Plan, as amended (the "Plan"), as described in the Registration Statement
on Form S-8  (the  "Registration  Statement"),  filed  by the  Company  with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
on the date hereof.

     Based upon our  examination  of such  documents and  proceedings as we have
deemed  necessary and  pertinent,  we are of the opinion that when the shares of
Common  Stock are  issued  upon the due  exercise  of stock  options  granted in
accordance  with the Plan,  such shares of Common Stock will be duly and validly
issued and outstanding and will be fully paid and non-assessable.

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

Very truly yours,



/s/ Gibbons, Del Deo, Dolan, Griffinger & Vecchione
GIBBONS, DEL DEO, DOLAN,
GRIFFINGER & VECCHIONE
A Professional Corporation
                                                                  EXHIBIT 23.1



                       Consent of Independent Accountants



The Board of Directors
National Discount Brokers Group, Inc.:

     We consent to incorporation  by reference in the registration  statement on
Form S-8 of National  Discount Brokers Group,  Inc. of our report dated July 15,
1998, relating to the consolidated  statement of financial condition of National
Discount  Brokers  Group,  Inc. and  subsidiaries  as of May 31,  1998,  and the
related consolidated  statements of income and comprehensive income,  changes in
stockholders'  equity,  and cash  flows  for each of the  years in the  two-year
period then ended,  which  report  appears in the May 31, 1999 annual  report on
Form 10-K of National Discount Brokers Group, Inc.



KPMG LLP

New York, New York
October 12, 1999








                                                                   EXHIBIT 23.2










                       Consent of Independent Accountants


     We hereby consent to the  incorporation  by reference in this  Registration
Statement  on Form  S-8 of our  report  dated  July  15,  1999  relating  to the
financial  statements  and  financial  statement  schedules,  which  appears  in
National  Discount  Brokers Group,  Inc. Annual Report on Form 10-K for the year
ended May 31, 1999.


PricewaterhouseCoopers LLP
October 12, 1999
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT FOR 1999 OPTION PLAN", "secsgml_size_bytes": 22476}]
{"company-data": {"conformed-name": "NATIONAL DISCOUNT BROKERS GROUP INC", "cik": "0000811917", "assigned-sic": "6211", "irs-number": "222394480", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-88865", "film-number": "99727276"}, "business-address": {"street1": "10 EXCHANGE PLACE CENTRE", "street2": "15TH FLOOR", "city": "JERSEY CITY", "state": "NJ", "zip": "07302", "phone": "2019462200"}, "mail-address": {"street1": "10 EXCHANGE PLACE CENTRE", "street2": "15TH FLOOR", "city": "JERSY CITY", "state": "NJ", "zip": "07302"}, "former-company": {"former-conformed-name": "SHERWOOD GROUP INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on October 13, 1999.
                                           Registration Statement 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ______________

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

                      NATIONAL DISCOUNT BROKERS GROUP, INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                       22-2394480
(State or other jurisdiction                (I.R.S. Employer Identification No.)
 of incorporation or organization)

10 Exchange Place Centre, Jersey City, New Jersey                   07302
(Address of principal executive offices)                          (Zip Code)

                      National Discount Brokers Group, Inc.
                1999 Non-Qualified Stock Option Plan, As Amended
                            (Full title of the plan)

                          Frank E. Lawatsch, Jr., Esq.
             Executive Vice President, Secretary and General Counsel
                      National Discount Brokers Group, Inc.
                            10 Exchange Place Centre
                          Jersey City, New Jersey 07302
                     (Name and address of agent for service)

                                 (201) 946-2200
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                              James B. Keenan, Esq.
                 Gibbons, Del Deo, Dolan, Griffinger & Vecchione
                              One Riverfront Plaza
                          Newark, New Jersey 07102-5497
                                 (973) 596-4500

                         Calculation of Registration Fee

---------------------------------------------------------------------------------------------------------------------
Proposed            Proposed
           Title of Each Class                 Amount        Maximum Offering        Maximum           Amount of
              of Securities                     To Be              Price            Aggregate         Registration
            to be Registered                Registered(1)      Per Share(2)          Offering            Fee(2)
                                                                                     Price(2)
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
Common Stock,  $.01 par value per share       1,000,000           $25.375          $25,375,000         $7,054.25
---------------------------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416(c) under the  Securities  Act of 1933, as amended,
this  registration  statement  also  covers  additional  shares of Common  Stock
pursuant to the anti-dilution provisions of the Plan.
(2)  Estimated in  accordance  with Rule 457(c)  solely for the purposes of
calculating the  registration  fee, based on the average high and low prices per
share of the  Registrant's  Common  Stock  as  reported  on The New  York  Stock
Exchange on October 11, 1999.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The  following  documents  previously  filed by National  Discount  Brokers
Group,  Inc. (the  "Company")  with the Securities and Exchange  Commission (the
"Commission") are incorporated by reference in this Registration Statement:

     (1) The Company's  Annual Report on Form 10-K for the fiscal year ended
         May 31, 1999;

     (2) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
         Securities  Exchange  Act of 1934 (the  "Exchange  Act") since the
         filing of the Annual Report on Form 10-K described in (1) above;

     (3) The description of the Company's common stock, par value $.01 per share
         (the "Common Stock") contained in the Company's Registration Statement
         filed on Form S-1 (File No.  33-12904)  as filed  under the Securities
         Act of 1933,  as amended,  including  any  amendment  or report filed
         for the purpose of updating such description; and

     (4) All documents  subsequently  filed by the Company  pursuant to Sections
         13(a),  13(c),  14 and  15(d)  of the  Exchange  Act  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, shall be deemed to be incorporated by reference
         in this Registration  Statement and to be a part hereof  from the
         respective  date of filing of such  documents.  Any  statement
         contained  in a  document  incorporated  by  reference  herein  is
         modified  or superseded  for all  purposes to the extent that a
         statement  contained  in this Registration  Statement or in any other
         subsequently  filed  document  which is incorporated by reference
         modifies or replaces such statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Ralph N. Del Deo,  a senior  partner in the law firm of  Gibbons,  Del Deo,
Dolan,  Griffinger & Vecchione which performs legal services for the Company, is
a Director of the Company.

Item 6.  Indemnification of Directors and Officers.

     Section  145 of the  General  Corporation  Law of  the  State  of  Delaware
provides  for the  indemnification  of  officers  and  directors  under  certain
circumstances  against  expenses  incurred in successfully  defending  against a
claim and  authorizes  Delaware  corporations  to indemnify  their  officers and
directors under certain  circumstances against expenses and liabilities incurred
in legal  proceedings  involving  such persons  because of their being or having
been an officer or director.

     Section  102(b)  of  the  Delaware   General   Corporation  Law  permits  a
corporation,  by so providing in its certificate of incorporation,  to eliminate
or limit  director's  liability  to the  corporation  and its  stockholders  for
monetary  damages  arising out of certain  alleged  breaches of their  fiduciary
duty. Section 102(b)(7) provides that no such limitation of liability may affect
a director's liability with respect to any of the following: (i) breaches of the
director's duty of loyalty to the corporation or its stockholders;  (ii) acts or
omissions  not made in good faith or which  involve  intentional  misconduct  or
knowing  violations  of  law;  (iii)  liability  for  dividends  paid  or  stock
repurchased or redeemed in violation of the Delaware General Corporation Law; or
(iv) any  transaction  from  which the  director  derived an  improper  personal
benefit.  Section  102(b)(7) does not authorize any limitation on the ability of
the  corporation  or its  stockholders  to obtain  injunctive  relief,  specific
performance or other equitable relief against directors.

     Article  7 of the  Company's  Restated  Certificate  of  Incorporation,  as
amended,  provides that no director shall be personally liable to the Company or
any of its  stockholders for monetary damages for breach of his or her fiduciary
duty as a director  except to the  extent  such  elimination  or  limitation  is
prohibited by the Delaware General  Corporation  Law. In addition,  Article 7 of
the Company's  Restated  Certificate of Incorporation,  as amended,  provides in
substance  that to the fullest  extent  permitted by Delaware law, each director
and officer shall be indemnified  by the Company  against  reasonable  costs and
expenses,  including  attorneys  fees, and any  liabilities  which he or she may
incur in  connection  with any  action to which he or she may be made a party by
reason of his or her having  been a director  or  officer  of the  Company.  The
indemnification provided by the Company's Restated Certificate of Incorporation,
as amended,  is not deemed  exclusive of or in any way to limit any other rights
to which any person seeking indemnification may be entitled.

     The Company has entered into Indemnification  Agreements with the directors
and executive  officers of the Company (the "Officers")  whereby the Company has
agreed to  indemnify  and hold  harmless  the  Officers  to the  fullest  extent
permitted by the provisions of the Delaware General Corporation Law, and pay and
all expenses, fines, costs, and judgments or awards which the Officers may incur
in connection with their service as officers of the Company.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Exhibit No.                                          Description
4.1                                   National Discount Brokers Group,Inc. 1999
                                      Non-Qualified Stock Option Plan, as
                                      Amended - incorporated by reference to
                                      Exhibit 10.38 to the Company's Form 10-K
                                      for the fiscal year ended May 31, 1999.

4.2                                   The Company's Restated Certificate of
                                      Incorporation, as amended - incorporated
                                      by reference to Exhibit 3.3 to the
                                      Company's Form 10-Q for the quarter ended
                                      November 30, 1997.

4.3                                   Amended and Restated By-Laws of the
                                      Company - incorporated by reference to
                                      Exhibit 4.4 to the Company's Registration
                                      Statement on Form S-8 (File No. 333-41819)
                                      filed December 9, 1997.

5.1                                   Opinion of Gibbons, Del Deo, Dolan,
                                      Griffinger & Vecchione.

23.1                                  Consent of KPMG LLP.

23.2                                  Consent of PricewaterhouseCoopers LLP.

23.3                                  Consent of Gibbons, Del Deo, Dolan,
                                      Griffinger & Vecchione (included
                                      in Exhibit 5.1).

Item 9.  Undertakings.

         The Company hereby undertakes:

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

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act of 1933, as amended;

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

     (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.

     (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.
     (4) That,  for purposes of determining  any liability  under the Securities
Act of 1933,  each filing of the  Company's  annual  report  pursuant to Section
13(a) or 15(d) of the Securities  Exchange Act of 1934 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.

     (5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities and Exchange  Commission such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the 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 Act and will be governed by the final adjudication of
such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company 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 Jersey City, State of New Jersey, on this 1st day of
September, 1999.

                                          NATIONAL DISCOUNT BROKERS GROUP, INC.

                                          By:  ________________________________
                                               Matthew S. Stadler
                                               Senior Vice President and Chief
                                               Financial Officer

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

____________________                  Chief Executive Officer                     September 30, 1999
Arthur Kontos                         and Director
                                      (Principal Executive Officer)

____________________                  Senior Vice President and Chief             September 30, 1999
Matthew S. Stadler                    Financial Officer (Principal
                                      Financial and Accounting Officer)

____________________                  Director                                    September 30, 1999
James H. Lynch, Jr.

____________________                  Director                                    September 30, 1999
Charles Kirk Kellogg

_______________                       Director                                    September 30, 1999
Dennis Marino

______________                        Director                                    September 30, 1999
Thomas Newmann

______________                        Director                                    September 30, 1999
John P. Duffy

______________                        Director                                    September 30, 1999
Ralph Del Deo

____________________                  Director                                    September 30, 1999
Stephen DiLascio
EXHIBIT INDEX

No.                             Description                                     Method of Filing

4.1                   National Discount Brokers Group,                    Incorporated by reference to
                      Inc. 1999 Non-Qualified Stock Option                Exhibit 10.38 to the Company's Form 10-K for
                      Plan, as Amended                                    the fiscal year ended May 31, 1999

4.2                   Restated Certificate of                             Incorporated by reference to Exhibit
                      Incorporation, as amended                           3.3 to the Company's Form 10-Q for the
                                                                          quarter ended November 30, 1997

4.3                   Amended and Restated By-Laws                        Incorporated by reference to Exhibit
                                                                          4.4 to the Company's Registration
                                                                          Statement on Form S-8 (File No.
                                                                          333-41819) filed December 9, 1997

5.1                   Opinion of Gibbons, Del Deo, Dolan,                 Filed with this Registration Statement
                      Griffinger & Vecchione

23.1                  Consent of KPMG LLP                                 Filed with this Registration Statement

23.2                  Consent of PricewaterhouseCoopers                   Filed with this Registration Statement

23.3                  Consent of Gibbons, Del Deo, Dolan,                 Included in Exhibit 5.1
                      Griffinger & Vecchione
Exhibit 5.1

                 Gibbons, Del Deo, Dolan, Griffinger & Vecchione
                              One Riverfront Plaza
                            Newark, New Jersey 07102

October 11, 1999

National Discount Brokers Group, Inc.
10 Exchange Place Centre
Jersey City, New Jersey  07302

     Re: National Discount Brokers Group, Inc. 1999  Non-Qualified  Stock Option
         Plan, as Amended

Ladies and Gentlemen:

     We have acted as counsel to National  Discount  Brokers  Group,  Inc.  (the
"Company") in connection with all proceedings  relating to the authorization and
proposed  issuance and sale by the Company of shares of common  stock,  $.01 par
value per share  ("Common  Stock")  upon the exercise of stock  options  granted
pursuant to the National Discount Brokers Group, Inc. 1999  Non-Qualified  Stock
Option Plan, as amended (the "Plan"), as described in the Registration Statement
on Form S-8  (the  "Registration  Statement"),  filed  by the  Company  with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
on the date hereof.

     Based upon our  examination  of such  documents and  proceedings as we have
deemed  necessary and  pertinent,  we are of the opinion that when the shares of
Common  Stock are  issued  upon the due  exercise  of stock  options  granted in
accordance  with the Plan,  such shares of Common Stock will be duly and validly
issued and outstanding and will be fully paid and non-assessable.

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

Very truly yours,

/s/ Gibbons, Del Deo, Dolan, Griffinger & Vecchione
GIBBONS, DEL DEO, DOLAN,
GRIFFINGER & VECCHIONE
A Professional Corporation
                                                                  EXHIBIT 23.1

                       Consent of Independent Accountants

The Board of Directors
National Discount Brokers Group, Inc.:

     We consent to incorporation  by reference in the registration  statement on
Form S-8 of National  Discount Brokers Group,  Inc. of our report dated July 15,
1998, relating to the consolidated  statement of financial condition of National
Discount  Brokers  Group,  Inc. and  subsidiaries  as of May 31,  1998,  and the
related consolidated  statements of income and comprehensive income,  changes in
stockholders'  equity,  and cash  flows  for each of the  years in the  two-year
period then ended,  which  report  appears in the May 31, 1999 annual  report on
Form 10-K of National Discount Brokers Group, Inc.

KPMG LLP

New York, New York
October 12, 1999

                                                                   EXHIBIT 23.2

                       Consent of Independent Accountants

     We hereby consent to the  incorporation  by reference in this  Registration
Statement  on Form  S-8 of our  report  dated  July  15,  1999  relating  to the
financial  statements  and  financial  statement  schedules,  which  appears  in
National  Discount  Brokers Group,  Inc. Annual Report on Form 10-K for the year
ended May 31, 1999.

PricewaterhouseCoopers LLP
October 12, 1999