As filed with the Securities and Exchange Commission on March 7, 2000.
                                            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)


          2000 National Discount Brokers Group, Inc. Compensation Plan
          ------------------------------------------------------------
                            (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>
<CAPTION>

------------------------------------------ ---------------- -------------------- ----------------- -------------------
                                                                 Proposed            Proposed
                                               Amount        Maximum Offering        Maximum           Amount of
           Title of Each Class                  To Be              Price            Aggregate         Registration
              of Securities                 Registered(1)      Per Share(2)          Offering            Fee(2)
            to be Registered                                                         Price(2)
------------------------------------------ ---------------- -------------------- ----------------- -------------------
<S>                                            <C>                <C>              <C>                 <C>
Common Stock,  $.01 par value per share        800,000            $43.28           $34,624,000         $9,140.74
------------------------------------------ ---------------- -------------------- ----------------- -------------------
<FN>

         (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.
</FN>
<FN>

         (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 March 3, 2000.
</FN>
</TABLE>


<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.  Mr. Del Deo is also the  beneficial  owner of 35,000
shares of Common Stock of the Company  consisting  of 20,000  shares held by Mr.
Del Deo, an option to purchase  5,000  shares of Common Stock of the Company and
10,000 shares held by his wife.
<PAGE>


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.



<PAGE>
<TABLE>
<CAPTION>

Item 8.  Exhibits.

Exhibit No.                                                                 Description
<S>                                           <C>
4.1                                           2000 National Discount Brokers Group, Inc. Compensation Plan -
                                              incorporated by reference to Exhibit A to the Company's definitive
                                              Proxy Statement dated September 9, 1999 for its 1999 Annual Meeting of
                                              Stockholders.

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).
</TABLE>

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;
<PAGE>


                  (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.



<PAGE>




                                      - 7 -
                                   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 3rd
day of March, 2000.


                                           NATIONAL DISCOUNT BROKERS GROUP, INC.


                                           By:
                                              --------------------------------
                                              Daniel Fishbane
                                              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>
<CAPTION>

Signature                                Title                                  Date
<S>                                      <C>                                    <C>
                                         Chief Executive Officer and Director   March 3, 2000
---------------------------
Arthur Kontos                            (Principal Executive Officer)
                                         Senior Vice President and Chief        March 3, 2000
---------------------------
Daniel Fishbane                          Financial Officer (Principal
                                         Financial and Accounting Officer)
                                         Director                               March 3, 2000
---------------------------
James H. Lynch, Jr.
                                         Director                               March 3, 2000
---------------------------
Charles Kirk Kellogg
                                         Director                               March 3, 2000
---------------------------
Dennis Marino
                                         Director                               March 3, 2000
---------------------------
Thomas Newmann
                                         Director                               March 3, 2000
---------------------------
John P. Duffy
                                         Director                               March 3, 2000
---------------------------
Ralph Del Deo
                                         Director                               March 3, 2000
---------------------------
Russell Horowitz

</TABLE>

<PAGE>







                                                                     Exhibit 5.1



                                                   March 3,2000






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

         Re:      2000 National Discount Brokers Group, Inc. Compensation Plan

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, and the  issuance of Common Stock as a stock award under,  the 2000
National  Discount  Brokers  Group,  Inc.  Compensation  Plan (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 (i) the due exercise of stock  options  granted in
accordance with the Plan and payment for such shares as required under the Plan,
and (ii) the  granting of a stock award and the  vesting  thereof 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,



                                                   GIBBONS, DEL DEO, DOLAN,
                                                   GRIFFINGER & VECCHIONE
                                                   A Professional Corporation

<PAGE>


                                                                    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, 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.




/s/ KPMG LLP


KPMG LLP
New York, New York
March 3, 2000


<PAGE>





                                                                    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 consolidated  financial  statements and financial statement schedule,  which
appears in National  Discount  Brokers Group,  Inc.'s Annual Report on Form 10-K
for the year ended May 31, 1999.


/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
New York, New York
March 3, 2000
[{"type": "S-8", "sequence": "1", "description": "S-8 FOR 2000 COMPENSARION PLAN", "secsgml_size_bytes": 21713}]
{"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": "333-31888", "film-number": "562823"}, "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 March 7, 2000.
                                            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)

          2000 National Discount Brokers Group, Inc. Compensation Plan
          ------------------------------------------------------------
                            (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
                                               Amount        Maximum Offering        Maximum           Amount of
           Title of Each Class                  To Be              Price            Aggregate         Registration
              of Securities                 Registered(1)      Per Share(2)          Offering            Fee(2)
            to be Registered                                                         Price(2)
------------------------------------------ ---------------- -------------------- ----------------- -------------------
Common Stock,  $.01 par value per share        800,000            $43.28           $34,624,000         $9,140.74
------------------------------------------ ---------------- -------------------- ----------------- -------------------
(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 March 3, 2000.
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.  Mr. Del Deo is also the  beneficial  owner of 35,000
shares of Common Stock of the Company  consisting  of 20,000  shares held by Mr.
Del Deo, an option to purchase  5,000  shares of Common Stock of the Company and
10,000 shares held by his wife.
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                                           2000 National Discount Brokers Group, Inc. Compensation Plan -
                                              incorporated by reference to Exhibit A to the Company's definitive
                                              Proxy Statement dated September 9, 1999 for its 1999 Annual Meeting of
                                              Stockholders.

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.
- 7 -
                                   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 3rd
day of March, 2000.

                                           NATIONAL DISCOUNT BROKERS GROUP, INC.

                                           By:
                                              --------------------------------
                                              Daniel Fishbane
                                              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 and Director   March 3, 2000
---------------------------
Arthur Kontos                            (Principal Executive Officer)
                                         Senior Vice President and Chief        March 3, 2000
---------------------------
Daniel Fishbane                          Financial Officer (Principal
                                         Financial and Accounting Officer)
                                         Director                               March 3, 2000
---------------------------
James H. Lynch, Jr.
                                         Director                               March 3, 2000
---------------------------
Charles Kirk Kellogg
                                         Director                               March 3, 2000
---------------------------
Dennis Marino
                                         Director                               March 3, 2000
---------------------------
Thomas Newmann
                                         Director                               March 3, 2000
---------------------------
John P. Duffy
                                         Director                               March 3, 2000
---------------------------
Ralph Del Deo
                                         Director                               March 3, 2000
---------------------------
Russell Horowitz
Exhibit 5.1

                                                   March 3,2000

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

         Re:      2000 National Discount Brokers Group, Inc. Compensation Plan

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, and the  issuance of Common Stock as a stock award under,  the 2000
National  Discount  Brokers  Group,  Inc.  Compensation  Plan (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 (i) the due exercise of stock  options  granted in
accordance with the Plan and payment for such shares as required under the Plan,
and (ii) the  granting of a stock award and the  vesting  thereof 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,

                                                   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, 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.

/s/ KPMG LLP

KPMG LLP
New York, New York
March 3, 2000
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 consolidated  financial  statements and financial statement schedule,  which
appears in National  Discount  Brokers Group,  Inc.'s Annual Report on Form 10-K
for the year ended May 31, 1999.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
New York, New York
March 3, 2000