AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 17, 1998
                              REGISTRATION NO. 333-
        ================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------
                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                             RCM TECHNOLOGIES, INC.
             (Exact Name Of Registrant As Specified In Its Charter)

 Nevada                                                            95-1480559
(State or other jurisdiction of incorporation)       (I.R.S. Identification No.)

                             RCM TECHNOLOGIES, INC.
                            1996 Executive Stock Plan
                            (Full Title of the Plan)

                              2500 McClellan Avenue
                                    Suite 350
                                 Pennsauken, NJ
         --------------------------------------------------------------
               (Address including zip code, and telephone number,
            including area code, of registrant's principal executive
                     office and principal place of business)

                                 Mr. Leon Kopyt
                              2500 McClellan Avenue
                                    Suite 350
                              Pennsauken, NJ 08109
                                 (609) 486-1777
         --------------------------------------------------------------
 (Name, address, including zip code, and telephone number, including area code,
   of agent for service) with a copy to:

                            Stephen M. Cohen, Esquire
                   Buchanan Ingersoll Professional Corporation
                         Eleven Penn Center, 14th Floor
                               1835 Market Street
                             Philadelphia, PA 19103
                                 (215) 665-8700




<PAGE>

<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE

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


                                                     Proposed               Proposed
                                                     Maximum                Maximum
 Title of Securities        Amount to be        Offering Price Per         Aggregate              Amount of
   to be Registered          Registered             share (1)          Offering Price (1)      Registration Fee

<S>                           <C>                     <C>                  <C>                    <C>      
    Common Shares             510,000                 $7.125               $3,633,750             $1,101.14
   par value $0.05
    Common Shares             245,250                $10.125               $2,483,156             $  752.47
   par value $0.05
    Common Shares              10,000                $10.625               $  106,250               $ 32.20
   par value $0.05
    Common Shares             100,000                 $14.50               $1,450,000               $439.44
   par value $0.05
    Common Shares             384,750                 $23.00               $8,849,250             $2,681.59
   par value $0.05
                              -------                                      ----------             ---------
   
                            1,250,000                                     $16,522,406             $5,006.84
</TABLE>

(1)  Estimated  solely  for the  purpose of  calculating  the  registration fee
pursuant to Rule 457(c) and Rule 457(h) under the Securities Act.

         ===============================================================
                                EXPLANATORY NOTES

This   Registration   Statement  has  been  prepared  in  accordance   with  the
requirements  of Form S-8 under the  Securities  Act of 1933,  as  amended  (the
"Act"),  to register  1,250,000 shares of Common Stock,  $.05 par value ("Common
Stock"), of RCM Technologies,  Inc. (the "Registrant")  issuable pursuant to the
Registrant's 1996 Stock Incentive Plan (the "Plan").

This  Registration  Statement  also contains a Prospectus as provided by General
Instruction C to Form S-8 which relates to reoffers and resales of Common Shares
of the  Registrant  by (i)  certain of its  directors  who have  acquired or may
acquire shares pursuant to the RCM Technologies  Inc. 1994 Nonemployee  Director
Stock Option Plan (the "Director Plan"), (ii) certain of its directors, officers
and  employees  who have  acquired  or may  acquire  shares  pursuant to the RCM
Technologies,  Inc.  1992 Stock  Option Plan (the "1992 Option  Plan"),  the RCM
Technologies,  Inc. 1986 Incentive Stock Option Plan ("1986 Plan") and the Plan.
Registration  statements  on Form S-8 relating to Common Shares issued under the
Director  Plan,  the 1992 Option Plan and the 1986 Plan have been filed with the
Securities and Exchange Commission (File Nos. 33- 80590,  33-61306 and 33-12406,
respectively).

Pursuant  to Rule  429(b),  the Resale  Prospectus  constituting  a part of this
Registration   Statement  also  relates  to  the  following  three  Registration
Statements on Form S-8:  Registration  No. 33- 61306,  Registration No. 33-80590
and Registration No. 33-12406. ii



<PAGE>






                                                       iii



<PAGE>





                               REOFFER PROSPECTUS
                             RCM TECHNOLOGIES, INC.

                        1,454,020 SHARES OF COMMON SHARES

This Reoffer  Prospectus (the  "Prospectus")  relates to the offering by certain
selling stockholders (the "Selling Stockholders") of RCM Technologies, Inc. (the
"Company")  who may be  deemed  "affiliates"  of the  Company  (as such  term is
defined in Section 405 of the  Securities  Act of 1933, as amended (the "Act")),
of 1,454,020  shares of common  stock,  $.05 par value  ("Common  Stock") of the
Company, which may be acquired by them pursuant to the exercise of stock options
or the receipt of stock awards (collectively  "Awards") granted to them pursuant
to the Company's 1992 Incentive  Stock Option Plan, the Plan, the Company's 1994
Nonemployee  Director Stock Option Plan, the Company's 1996 Executive Stock Plan
and the Company's 1986 Incentive Stock Option Plan (collectively, the "Plans").

Selling  Stockholders  may,  from time to time,  offer all or part of the shares
acquired by them  pursuant to Awards made by the Company  under the Plans on the
over-the-counter  market or such  national  securities  exchange  upon which the
Common Stock is traded at the time of such sales,  at prices  prevailing  at the
time of such sales,  or in  negotiated  transactions.  The Company  will pay all
expenses in preparing and reproducing the  Registration  Statement of which this
Prospectus is a part, but will not receive any part of the proceeds of any sales
of such shares.  In addition,  any securities  covered by this Prospectus  which
qualify  for sale  pursuant  to Rule 144 may be sold under Rule 144 rather  than
pursuant to this  Prospectus.  The Selling  Stockholders  will pay the brokerage
commissions  charged to  sellers in  connection  with such  sales.  See "Plan of
Distribution."

The  Company's  common  shares trade on the Nasdaq  National  Market tier of the
Nasdaq  Stock Market  under the symbol  "RCMT." On March 13,  1998,  the closing
price of the Common Shares was $23.00.

The Security  Holders and any broker  executing  selling orders on behalf of any
Security  Holder may be deemed to be  "underwriters"  within the  meaning of the
Securities  Act of 1933,  as amended  (the  "Securities  Act"),  in which  event
commissions  received  by  such  broker  may  be  deemed  to be an  underwriting
commission under the Securities Act.

SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE
CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON SHARES
OFFERED HEREBY.

                                                       1



<PAGE>





THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

No  dealer,  salesman  or any  other  person  has  been  authorized  to give any
information or to make any  representations,  other than as contained herein, in
connection  with the  offer  made in this  Prospectus,  and any  information  or
representations  not  contained  herein  must not be relied  upon as having been
authorized by the Company or the Selling Stockholders.  This Prospectus does not
constitute  an offer to sell or a  solicitation  of an offer to buy any security
other than the Common Stock offered by this  Prospectus,  nor does it constitute
an offer to sell or a  solicitation  of any  offer to buy any  shares  of Common
Stock offered hereby to any person in any  jurisdiction  where it is unlawful to
make such an offer or solicitation to such person.  Neither the delivery of this
Prospectus  nor any sale  hereunder  shall  under any  circumstances  create any
implication  that  information  contained  herein  is  correct  as of  any  time
subsequent to the date hereof.

                 The date of this Prospectus is March 17, 1998.

                                        2



<PAGE>





AVAILABLE INFORMATION The Company has filed a Registration Statement on Form S-8
(the "Registration  Statement") under the Securities Act with the Securities and
Exchange  Commission  (the  "Commission")  which includes this  Prospectus  with
respect to the Common Shares of the Company offered by Security  Holders hereby.
As permitted by the rules and  regulations of the  Commission,  this  Prospectus
omits certain information contained in the Registration  Statement.  For further
information  with respect to the Company and the Common Shares  offered  hereby,
reference  is made to the  Registration  Statement,  including  the exhibits and
schedules  thereto,  which may be inspected  and copied at the public  reference
facilities  maintained by the Commission at 450 Fifth Street, N.W.,  Washington,
D.C. 20459 or at its Regional  Offices located at 500 West Madison,  14th Floor,
Chicago, Illinois 60661-2511 and 7 World Trade Center, 13th Floor, New York, New
York 10048.  Statements  contained in this  Prospectus as to the contents of any
contract or other document referred to are not necessarily complete, and in each
instance  reference is made to the copy of such contract or other document filed
as an exhibit to the Registration Statement, each such statement being qualified
in all respects by such reference.
   
The Company files reports and other information with the Commission  pursuant to
the Securities  Exchange Act of 1934, as amended (the "Exchange Act").  Reports,
proxy statements and other  information filed by the Company with the Commission
can be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington,  D.C. 20549 or at its Regional
Offices located at 500 West Madison,  14th Floor,  Chicago,  Illinois 60661-2511
and 7 World Trade Center,  13th Floor,  New York, New York 10048,  and copies of
such material can be obtained by mail from the Public  Reference  Section of the
Commission at 450 Fifth Street,  N.W.,  Washington,  D.C.  20549,  at prescribed
rates.  In addition,  the Commission  maintains a Website at  http://www.sec.gov
containing  reports,  proxy and  information  statements  and other  information
regarding  registrants that file electronically  with the Commission,  including
the Company.
  
The Common Stock of the Company trades on the Nasdaq National Market tier of the
Nasdaq  Stock  Market,  and  reports,  proxy  statements  and other  information
concerning  the Company may be inspected and copied at the offices of the Nasdaq
Stock Market at 1735 K Street, N.W., Washington, D.C. 20006.
 
The Company  undertakes to provide  without charge to each person to whom a copy
of this Prospectus is delivered,  upon oral or written request of such person, a
copy of any and all of the  information  that has been or may be incorporated by
reference in this  Prospectus,  other than exhibits to such documents.  Requests
for such copies should be directed to the attention of the Corporate  Secretary,
RCM Technologies, Inc., 2500 McClellan Avenue, Suite 350, Pennsauken,
 NJ 08109, (609) 486-1777.
                                        3



<PAGE>
                                                   4
<PAGE>





                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         Thefollowing documents of the Company previously filed with the
       Commission are, as of their respective dates, incorporated in this
                 Prospectus by reference and made a part hereof:

1.The  Registrant's  Annual  Report on Form 10-K for the year ended  October 31,
1997.

2.Description  of the  Registrant's  Common  Shares  contained  in Item 1 of the
Registrant's Registration Statement on Form S-1 (File No. 333-23753) filed under
Section 12 of the Exchange Act,  including any amendment or report filed for the
purpose of updating such description.
        
All reports filed by the Company with the Commission  pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a  post-effective
amendment which indicates that all Common Shares offered have been sold or which
deregisters  all Common  Shares  then  remaining  unsold,  shall be deemed to be
incorporated  by  reference  herein  and  to be  made  a part  hereof  from  the
respective date of filing such documents.
           
Any statement contained in a document  incorporated or deemed to be incorporated
by  reference  herein  which has been filed with the  Commission  as of the date
hereof  shall be  deemed to be  modified  or  superseded  for  purposes  of this
Prospectus  to the  extent  that a  statement  contained  herein or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference herein modifies or supersedes such statement.  Any statement contained
in this Prospectus shall be deemed to be modified or superseded by any statement
contained in a document  incorporated  or deemed to be incorporated by reference
which has been filed  with the  Commission  after the date  hereof to the extent
that a  statement  written  in such  subsequently  filed  document  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
Prospectus.
            
The Company will provide without charge a copy of all documents  mentioned above
which have been or may be incorporated  in this  Prospectus by reference  (other
than  exhibits  to  such  documents,   unless  such  exhibits  are  specifically
incorporated by reference into the information  that is incorporated  herein) to
each person receiving this Prospectus (including any beneficial owner), upon the
written or oral  request of such  person.  Requests  for such  copies  should be
directed to:
                                             

                             RCM Technologies, Inc.
                         Attention: Corporate Secretary
                              2500 McClellan Avenue
                                    Suite 350
                              Pennsauken, NJ 08109

                              Telephone: (609) 486-1777



                                        5



<PAGE>





                                   THE COMPANY

The Company is a  multi-regional  provider of  specialty  professional  staffing
services.   The  Company  provides  contract  and  temporary  personnel  in  the
information  technology,   professional  engineering  and  technical,  specialty
healthcare and general support sectors of the staffing industry to a diversified
base of national, regional and local customers.


The Company was incorporated in 1971 under the laws of the State of Nevada.  The
executive  offices of the Company are located at 2500  McClellan  Avenue,  Suite
350, Pennsauken, New Jersey 08109, and its telephone number is (609) 486-1777.

                                  RISK FACTORS

An  investment  in the shares of Common  Stock  involves a high  degree of risk.
Prospective  investors should  carefully  consider the following risk factors in
addition to the other  information  set forth in this  Prospectus  in connection
with the investment in the shares of Common Stock.

When  used in or  incorporated  by  reference  into this  Prospectus,  the words
"estimate,"  "project,"  "intend," "expect" and similar expressions are intended
to identify  forward-looking  statements  regarding  events and financial trends
which may affect the Company's future operating results and financial  position.
Such  statements  are  subject to risks and  uncertainties  that could cause the
Company's  actual  results and  financial  position to differ  materially.  Such
factors are  described in detail below and in the  Company's  reports filed with
the  Commission  under  the  Exchange  Act  which  are  incorporated  herein  by
reference.   Readers  are  cautioned  not  to  place  undue  reliance  on  these
forward-looking  statements,  which speak only as of the date made.  The Company
undertakes  no  obligation  to publicly  release the result of any  revisions to
these  forward-looking  statements to reflect events or circumstances  after the
date made or to reflect the occurrence of unanticipated events.

Ability to Achieve and Manage Growth

The Company has  experienced  significant  growth since the  beginning of fiscal
1995, principally through acquisitions.  Continued growth could place additional
demands  on  its  administrative,   operational  and  financial  resources.  The
Company's  ability to achieve  and manage its growth  will depend on a number of
factors,  including the  availability of working capital to support such growth,
existing and emerging competition,  the Company's ability to maintain sufficient
profit  margins and the strength of demand for contract and temporary  personnel
in the sectors in which the Company operates. There can be no assurance that the
Company  will be able to continue  to achieve or manage such growth  effectively
and the failure to do so could have a material  adverse  effect on the Company's
business, financial condition and results of operations.
                                                       
                                       6



<PAGE>


Risks Associated with Future Acquisitions

A primary  element  of the  Company's  growth  strategy  is to pursue  strategic
acquisitions  that expand or  complement  the  Company's  business.  The Company
regularly reviews various strategic  acquisition  opportunities and periodically
engages  in  discussions   regarding   possible   acquisitions.   As  a  result,
negotiations  may occur from time to time as  appropriate  opportunities  arise.
There can be no assurance  that the Company will be able to identify  additional
acquisition  candidates on terms favorable to the Company or in a timely manner,
enter into acceptable agreements or close any such transactions, and any failure
to do so could  have a  material  adverse  effect on the  Company's  ability  to
sustain its growth.  In  addition,  management  believes  that the Company  will
compete for acquisition  candidates with other companies.  Increased competition
for such acquisition  candidates could have the effect of increasing the cost of
pursuing  this  growth  strategy  or  could  reduce  the  number  of  attractive
candidates  to  be  acquired.  Future  acquisitions  could  divert  management's
attention  from the daily  operations  of the  Company  and  require  additional
management, operational and financial resources. Moreover, there is no assurance
that the Company will be able to successfully  integrate  acquisitions  into its
business  or  operate  such  acquisitions  at  expected  levels  of  revenue  or
profitability.  Acquisitions may also have an adverse  short-term  effect on the
Company's operating results, dependence on retaining key personnel, amortization
of acquired intangible assets and risks associated with unanticipated  problems,
liabilities or contingencies.

The  Company  may  require  additional  debt  or  equity  financing  for  future
acquisitions,  which may not be available  at all, or on terms  favorable to the
Company.  To the extent the  Company  uses  shares of Common  Stock for all or a
portion of the consideration to be paid in future acquisitions,  dilution may be
experienced by existing  stockholders,  including the purchasers of Common Stock
in this  offering.  If the Company does not have cash  resources  sufficient for
such  purpose  or is not  able to use its  Common  Stock  as  consideration  for
acquisitions, its growth through acquisitions could be limited.

Dependence on Key Customers and Geographic Concentration

Although  the  Company  provides  services  to  a  large  number  of  customers,
approximately  24.6%  and 21.9% of the  Company's  revenues  in fiscal  1996 and
fiscal 1997,  respectively,  were derived  from the  Company's  top five revenue
producing customers, with one customer accounting for approximately 12.0% of the
Company's  revenues in each  period.  Similarly,  a  substantial  portion of the
Company's  revenues are currently derived from services provided to customers in
the Northeast,  Midwest and California regions of the United States. The loss of
or a reduction  in  business  from any major  customers  or a  deterioration  of
general economic conditions in these regions could adversely affect the Company.

                                        7



<PAGE>


Dependence on Availability of Qualified Temporary Personnel

The Company  depends on its ability to attract,  train and retain  personnel who
possess the skills and experience necessary to meet the staffing requirements of
its customers. To remain competitive,  the Company must continually evaluate and
update  its  database  of  personnel  in  each  sector  in  which  it  operates.
Competition  for  the  services  of  personnel  within  all of its  professional
specialty groups is intense. Competition for information technology personnel is
particularly  intense and demand for their services has, to date,  substantially
exceeded their supply. The Company expects such competition to continue. Factors
influencing   such   competition   include   compensation,    benefits,   growth
opportunities,   relationships  with  other  specialty  staffing  companies  and
full-time  employment  opportunities.  There can be no assurance  that qualified
personnel will continue to be available to the Company in sufficient numbers and
on terms of employment  acceptable to the Company.  The inability to attract and
retain  qualified  personnel in  sufficient  numbers,  or to upgrade its base of
qualified  personnel  to keep pace with  changing  customer  needs and  emerging
technologies,  could have a material  adverse effect on the Company's  business,
financial condition and results of operations.

Reliance on Key Personnel

The Company is highly  dependent  upon the continued  services and experience of
its senior  members of  management,  including  Leon Kopyt,  Chairman  and Chief
Executive Officer. The loss of the services of Mr. Kopyt or other senior members
of management  could have a material  adverse effect on the Company's  business.
The Company has employment agreements with Mr.
Kopyt and other senior members of management.

Fluctuations in Quarterly Operating Results

The Company has experienced, and is expected to continue experiencing, quarterly
variations  in  revenues  and  operating  income  as a result  of many  factors,
including the timing of assignments from customers, future acquisitions,  hiring
of  personnel  and  additional  selling,  general  and  administrative  expenses
incurred to support new  business  as well as changes in the  Company's  revenue
mix. In connection with certain  engineering  projects,  the Company could incur
costs in  periods  prior to  recognizing  revenues  under  those  contracts.  In
addition,  the Company  must plan its  operating  expenditures  based on revenue
forecasts,  and a revenue  shortfall  below such  forecast in any quarter  would
likely adversely effect the Company's  operating results for the quarter.  While
the effects of seasonality  of the Company's  business have been obscured by its
growth through  acquisitions,  the Company usually experiences lower revenues in
its first  fiscal  quarter due to the slowdown in business  associated  with the
holiday season.

                                        8



<PAGE>





Increased Costs of Employment

The Company is required to pay  unemployment  insurance  premiums  and  workers'
compensation  benefits for its contract and  temporary  employees.  Unemployment
insurance  premiums  are set annually by the states in which  employees  perform
services and could  increase  periodically.  There can be no assurance  that the
Company will be able to increase  the fees charged to its  customers in a timely
manner and by an amount  sufficient to cover  increased  unemployment  insurance
premiums.  Workers' compensation costs have increased as various states in which
the Company  conducts  operations  have raised  benefit  levels and  liberalized
allowable claims. The Company maintains workers' compensation  insurance for its
employees  under an insured  program in its areas of operation.  There can be no
assurance that the Company's actual workers'  compensation  obligations will not
exceed the amount of its insured  coverage  or that the Company  will be able to
increase  the fees charged to its  customers  sufficiently  to offset  increased
employment costs.

Liability for Customer and Employee Actions

Providers of contract and  temporary  staffing  services  generally  place their
employees in the workplace of other businesses.  The risk of employee misconduct
is  attendant  to the  Company's  business.  These  risks could  include  claims
relating  to  errors  and   omissions,   misuse  of   proprietary   information,
misappropriation  of funds,  discrimination  and  harassment,  theft of customer
property,  other criminal activity or torts and other claims.  While the Company
has not  historically  experienced any material  claims of these types,  and has
insurance  covering  certain of these risks,  there can be no assurance that the
Company will not  experience  such claims,  incur costs in connection  with such
risks in the future,  that  insurance  coverage will continue to be available or
that it will be adequate to cover such liabilities.

Risks Related to Tax Status of Independent Contractors

Generally,  the Company treats its technical  personnel as employees for federal
and state tax purposes and pays all  requisite  Social  Security  taxes  (FICA),
payroll taxes,  unemployment taxes, workers' compensation insurance premiums and
other  employee taxes and similar costs.  In certain cases,  however,  technical
personnel desire to be treated as independent  contractors for federal and state
tax  purposes  with  respect  to  their  assignments.  In  such  cases,  and  if
appropriate,  the  individual is treated as an  independent  contractor  for tax
purposes. Of the technical personnel, historically, less than 5% were treated as
independent contractors for federal and state tax purposes. The Company believes
that it is in material compliance with all applicable tax regulations concerning
the  classification of its technical  personnel,  and has not, to date, been the
subject of any attempt by any federal or state  authority to  reclassify  any of
the personnel it has

                                        9



<PAGE>



treated as independent  contractors.  There can be no assurance,  however,  that
federal  and  state  taxing   authorities   will  not  challenge  the  Company's
classification of technical personnel as independent  contractors in the future.
If  successful,  such a challenge  could result in the  imposition of additional
taxes, interest and penalties, the amount of which could have a material adverse
effect on the Company's financial condition.

Risk of Government Regulations and Legislative Proposals

The  Company's  costs of  operations  could  increase if there are any  material
changes  in  government  regulations.   Recent  federal  and  state  legislative
proposals have included  provisions  seeking to extend health insurance benefits
to employees who do not currently receive such benefits. As a result of the wide
variety of national  and state  proposals  currently  under  consideration,  the
impact of such proposals cannot be predicted. There can be no assurance that the
Company will be able to increase  the fees charged to its  customers in a timely
manner  and  sufficient  amount  to cover  increased  costs  related  to any new
benefits  that may be  extended  to  temporary  employees  as a  result  of such
legislation  or  regulations.  It is not  possible to predict  whether any other
legislation or regulations  affecting the Company's  operations will be proposed
or enacted at the federal or state level;  however,  no assurances  can be given
that if  enacted,  such  legislation  or  regulations  would not have a material
adverse effect on the Company.

Competitive Market

The temporary staffing industry is highly competitive,  with limited barriers to
entry. The Company competes for customers in the geographic  regions in which it
operates  with  national,  regional  and local,  full  service  and  specialized
staffing providers. Certain of the Company's competitors have greater marketing,
financial  and  other  resources,  and  more  established  operations,  than the
Company.  As a result,  they may be better  able to  respond  or adapt to new or
emerging  technologies and changes in customer requirements or to devote greater
resources to the  development,  marketing  and sales of their  services than the
Company.  The Company expects that the level of competition  will remain high in
the future, which could limit the Company's ability to maintain its market share
or maintain gross margins in the geographic regions in which it operates, either
of which  could  have a  material  adverse  effect  on the  Company's  business,
financial condition and results of operations.

General Economic Risks

Demand for  professional  staffing  services  is  significantly  affected by the
general level of economic activity.  When economic activity slows, customers may
delay or cancel plans that involve the hiring of permanent or contract technical
personnel. The Company is unable to

                                       10



<PAGE>





predict the level of economic  activity at any particular time, and fluctuations
in the general economy could adversely affect the Company's business,  operating
results and financial condition.

Effect of Certain Anti-Takeover Provisions

Certain provisions of the Company's  Articles of Incorporation,  as amended (the
"Articles of  Incorporation"),  Amended and Restated Bylaws (the "Bylaws"),  the
Nevada  General  Corporation  Law, the  Company's  Stockholder  Rights Plan (the
"Rights  Plan")  and  the  Second  Amended  and  Restated  Termination  Benefits
Agreement  between the Company and its Chief  Executive  Officer (the  "Benefits
Agreement")  could delay or  frustrate  the removal of incumbent  directors  and
could make difficult a change in control transaction  including a merger, tender
offer or proxy  contest  involving  the  Company,  even if such events  could be
viewed as  beneficial  by the Company's  stockholders.  For example,  the Bylaws
provide for a classified  Board of Directors  and the Articles of  Incorporation
deny the right of  stockholders  to amend the Bylaws  without the consent of the
Board and require  advance notice of stockholder  nominations of directors.  The
Company is also subject to provisions of the Nevada General Corporation Law that
prohibit a publicly  held Nevada  corporation  from engaging in a broad range of
business   combinations   with  a  person  who,  together  with  affiliates  and
associates,  owns 10% or more of the corporation's outstanding voting shares (an
"interested  stockholder") for three years after the person became an interested
stockholder, unless the business combination is approved in a prescribed manner.
In addition,  the Rights Plan provides for substantial  dilution of a "acquiring
person"  as defined  therein in the event a person or group of persons  acquires
beneficial  ownership  of 15% or more of the  outstanding  Common  Stock  of the
Company or in the event of a merger or sale of assets  which is not  approved by
the  "continuing  directors,"  of the  Company as  defined  in the Rights  Plan.
Furthermore,  in the event a "change in  control"  (as  defined in the  Benefits
Agreement) which results in the termination of the Chief Executive Officer,  the
Company  would  be  required  to  make  substantial  payments  and,  in  certain
circumstances,  reduce  the  exercise  price  of  options  issued  to the  Chief
Executive Officer.

                              SELLING STOCKHOLDERS

The  Selling   Stockholders   consist  of  officers  and  directors   (including
non-employee  directors) of the Company.  Such Selling Stockholders may offer up
to an aggregate  1,454,020  shares of Common Stock which may be acquired by them
pursuant to awards  granted to them under the Plans.  There is no assurance that
any of the Selling Stockholders will sell any or all of the Common Stock offered
by them  hereunder.  As of March 16, 1998, an aggregate  1,009,020  options have
been granted to the Selling Stockholders  pursuant to the Plans, of which, as of
such date, 694,020 options have vested and are fully exercisable.

                                       11



<PAGE>





The following table sets forth: (i) the name and position of each of the Selling
Stockholders,  (ii) the number of shares of Common Stock  beneficially  owned by
each Selling  Stockholder  as of March 16,  1998,  (iii) the number of shares of
Common Stock that may be offered and sold by each Selling  Stockholder  pursuant
to this  Prospectus and (iv) the amount and percentage of the Common stock to be
owned  by each  Selling  Stockholder  after  completion  of this  offering.  The
inclusion in the table of the  individuals  named therein shall not be deemed to
be an admission that any such individuals are "affiliates" of the Company.



                                       12


<PAGE>




<TABLE>
<CAPTION>



                                    Shares Owned as of      Shares Covered
                                    March 16, 1998(1)           by this
       Name and Position                                     Prospectus(1)    Shares Owned after Offering(2)


                                                                              Number             Percentage


<S>                              <C>                      <C>                 <C>    <C>         <C>
Leon Kopyt, Chairman,            747,432                  694,020             53,412 (3)         *
President and Chief
Executive Officer


Stanton Remer, Chief              90,000                   90,000              0                 0
Financial Officer,
Treasurer, Secretary
and Director
Peter R. Kaminsky,                70,265                   15,000             55,265             *
Senior Vice President
Norman S. Berson,                 70,000                   70,000              0                 0
Director
Robert B . Kerr,                  70,000                   70,000              0                 0
Director
Woodrow B. Moats, Jr.,            70,000                   70,000              0                 0
Director
</TABLE>


* Less than one percent

(1) Includes (a) all Common Shares that may be acquired upon exercise of options
outstanding at the date of this Prospectus, whether or not currently exercisable
or  exercisable  within 60 days and (b) all Common Shares vested for the benefit
of the named persons under the Plans.  (2) Assumes all Common Shares acquired by
such persons  covered by this  Prospectus  have been sold.  None of the Security
Holders have indicated any present intent to sell any shares of the Company. (3)
Includes  53,312 shares over which Mr. Kopyt has voting power with regard to the
election of directors of the Company.

         The preceding table may be amended or supplemented from time to time to
reflect changes to the persons  included as Selling  Stockholders and changes in
other information presented.
                              PLAN OF DISTRIBUTION

                Selling  Stockholders  may, from time to time, offer all or part
of the shares acquired by them pursuant to Awards made

                                       15



<PAGE>





by the Company under the Plans on the  over-the-counter  market or such national
securities  exchange  upon which the Common  Stock is traded at the time of such
sales,  at  prices  prevailing  at the  time of  such  sales,  or in  negotiated
transactions. The Company will pay all expenses in preparing and reproducing the
Registration  Statement of which this Prospectus is a part, but will not receive
any  part  of the  proceeds  of any  sales  of such  shares.  In  addition,  any
securities  covered by this  Prospectus  which qualify for sale pursuant to Rule
144 may be sold under Rule 144 rather  than  pursuant  to this  Prospectus.  The
Selling  Stockholders will pay the brokerage  commissions  charged to sellers in
connection with such sales.  The Company and the Selling  Stockholders may enter
into  customary  agreements  concerning  indemnification  and the  provision  of
information in connection with the sale of the Shares.
                                                
                                 INDEMNIFICATION

The Company's  Articles of Incorporation  provide that the Company shall, to the
full extent  permitted by the Nevada  General  Corporation  Law,  indemnify  all
persons whom it has the power to indemnify pursuant thereto,  including officers
and directors of the Company.  The Articles of Incorporation  also authorize the
Company to  maintain  insurance  to cover such  liabilities.  The Company has in
effect  Directors' and Officers'  Liability  Insurance to protect  directors and
officers of the Company from any liability  asserted against them for acts taken
or omissions  occurring in their  capacities as such.  The Company policy has an
aggregate liability limit of $5,000,000. The Company is not required to maintain
such  insurance and there can be no assurance  that the Company will continue to
maintain such insurance or coverage in such amounts.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be permitted to Directors, officers and persons controlling the Company
pursuant to the foregoing provisions,  the Company has been informed that in the
opinion of the  Securities  and Exchange  Commission,  such  indemnification  is
against  public  policy as  expressed  in the  Securities  Act and is  therefore
unenforceable.

                                  LEGAL MATTERS

The  validity of the shares of Common stock  offered  hereby will be passed upon
for the  Company by Buchanan  Ingersoll  Professional  Corporation,  Eleven Penn
Center, 14th Floor, 1835 Market Street, Philadelphia, PA 19103.
                                     EXPERTS

The consolidated financial statements included in the Company's Annual Report on
Form 10-K for the year ended October 31, 1997, incorporated by reference in this
Prospectus  and  elsewhere in the  Registration  Statement  have been audited by
Grant Thornton LLP, independent public accountants, as indicated in their report
with respect thereto,  and are incorporated by reference herein in reliance upon
the authority of said firm as experts in accounting  and auditing in giving said
report.
                                                       14



<PAGE>







                                                       15



<PAGE>





                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents of the Company previously filed with the Commission are,
as of their respective  dates,  incorporated in this Prospectus by reference and
made a part hereof:

1. The  Registrant's  Annual  Report on Form 10-K for the year ended October 31,
1997.

2.  Description  of the  Registrant's  Common Shares  contained in Item 1 of the
Registrant's Registration Statement on Form S-1 (File No. 33- 23753) filed under
Section 12 of the Exchange Act,  including any amendment or report filed for the
purpose of updating such description.

All reports filed by the Company with the Commission  pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities  Exchange Act of 1934,  prior to the filing
of a  post-effective  amendment  which  indicates that all Common Shares offered
have been sold or which  deregisters  all Common Shares then  remaining  unsold,
shall be deemed to be  incorporated  by  reference  herein and to be made a part
hereof from the respective date of filing such documents.

Any statement contained in a document  incorporated or deemed to be incorporated
by  reference  herein  which has been filed with the  Commission  as of the date
hereof  shall be  deemed to be  modified  or  superseded  for  purposes  of this
Prospectus  to the  extent  that a  statement  contained  herein or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference herein modifies or supersedes such statement.  Any statement contained
in this Prospectus shall be deemed to be modified or superseded by any statement
contained in a document  incorporated  or deemed to be incorporated by reference
which has been filed  with the  Commission  after the date  hereof to the extent
that a  statement  written  in such  subsequently  filed  document  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
Prospectus.

ITEM 4.           DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

As permitted by the General Corporation Law of Nevada (the "GCL"), the Company's
Amended and Restated Bylaws (the

                                                       18



<PAGE>





"Bylaws")  provide  that a  director  shall  not be  personally  liable  in such
capacity for monetary  damages for any action or any failure to take any action,
unless the director breaches or fails to perform the duties of his or her office
under the GCL and the breach or failure  to  perform  constitutes  self-dealing,
willful misconduct or recklessness.  These provisions of the Bylaws, however, do
not apply to the  responsibility  or  liability  of a director  pursuant  to any
criminal  statute or to the  liability  of a director  for the  payment of taxes
pursuant to local,  Nevada or federal law.  These  provisions  offer persons who
serve on the Board of  Directors  of the Company  protection  against  awards of
monetary damages for negligence in the performance of their duties.

The Bylaws also provide that every person who is or was a director or officer of
the Company or of any corporation  which he served as such at the request of the
Company,   shall  be  indemnified  by  the  Company  against  all  expenses  and
liabilities  reasonably  incurred by or imposed upon him, in connection with any
proceeding to which he may be made or threatened to be made, a party or in which
he may  become  involved  by reason of his being or having  been a  director  or
officer  of the  Company,  or such  other  corporation,  whether  or not he is a
director  or officer of the  Company or such other  corporation  at the time the
expenses or liabilities are incurred. If the action is not by or in the right of
the Company,  such person will be indemnified  against expenses  incurred to the
extent that he has been successful on the merits or otherwise in defense of such
action and against expenses incurred by him in connection  therewith if he acted
in good faith and in a manner he reasonably believed to be in 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.  If the action is by or in
the right of the  Company,  such  person  shall be  indemnified  by the  Company
against  expenses  incurred by him to the extent he has been  successful  on the
merits or otherwise in defense of such action and against  expenses  incurred by
him if he acted in good faith and in a manner he  reasonably  believed  to be in
the best interests of the Company,  except that no indemnification will apply in
respect of any matter as to which such  person is  adjudged  to be liable to the
Company for  negligence  or  misconduct  in the  performance  of his duty to the
Company.

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

ITEM 7            EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

                                                       17



<PAGE>





ITEM 8.           EXHIBITS.


Exhibit Number  Description
4.  1996 Executive Stock Plan of the Registrant (Incorporated by reference to
    Exhibit 10(L) of the Registrant's Annual report on Form 10-K for the fiscal
    year ended October 31, 1996)

5.  Opinion   of   Buchanan    Ingersoll    Professional
    Corporation  with  respect  to the  legality  of the
    securities being registered

23.1. Consent of Buchanan Ingersoll Professional Corporation 
(included in Exhibit 5)

23.2. Consent of Grant Thornton LLP

24.   Power of Attorney (included within the signature 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:

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

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

(iii)  To  include  any  material  information  with  respect  to  the  plan  of
distribution  not  previously  disclosed in this  Registration  Statement or any
material change to such  information in this  Registration  Statement  provided,
however,  that the undertakings set forth in paragraphs (1)(i) and (1)(ii) above
do not apply if the  information  required to be  included  in a  post-effective
amendment by those  paragraphs  is contained  in periodic  reports  filed by the
Registrant with the Securities and Exchange Commission pursuant to section 13 or
15(d) of the Securities  Exchange Act of 1934 that are incorporated by reference
in this Registration Statement.

(2) That, for the purpose of determining  any liability under the Securities Act
of 1933, each such post-effective
                                                       18



<PAGE>





amendment  shall be deemed to be a new  registration  statement  relating to the
securities offered therein,  and the offering of such securities offered at that
time shall be deemed to be the initial bona fide offering thereof.

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

(B) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE.  That,
for the purpose of determining  any liability  under the Securities Act of 1933,
each filing of the Company's  annual report pursuant to Section 13(a) or Section
15(d) of the Securities  Exchange Act of 1934 that is  incorporated by reference
in  this  Registration  Statement  shall  be  deemed  to be a  new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.


(C)  INDEMNIFICATION.  Insofar as indemnification  for liabilities arising under
the  Securities  Act of  1933  may  be  permitted  to  directors,  officers  and
controlling persons of the Registrant pursuant to the foregoing  provisions,  or
otherwise, the Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification  against such liabilities (other than the
payment by the Registrant of expenses incurred 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 that 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 of 1933 and will be governed by the final  adjudication  of such
issue.



                                                       19



<PAGE>





                                   SIGNATURES

The Registrant.  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 Pennsauken, New Jersey on March 16, 1998.

RCM TECHNOLOGIES, INC.

By:

/s/ Leon Kopyt
Leon Kopyt
Chairman, President and
Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes  and appoints  LEON KOPYT his true and lawful  attorney-in-fact  and
agent with full power of  substitution  and  resubstitution,  for him and in his
name,  place and stead,  in any and all capacities to sign any or all amendments
(including, without limitation,  post-effective amendments) to this Registration
Statement and any related Registration  Statements filed pursuant to Rule 462(b)
under  the  Securities  Act of 1933 and to file  the  same,  with  all  exhibits
thereto,  and other documents in connection  therewith,  with the Securities and
Exchange  Commission,  granting unto said  attorney-in-fact and agent full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary  to be done in and about the  premises,  as fully for all  intents and
purposes as he might or could do in person,  hereby ratifying and confirming all
that said  attorney-in-fact and agent or his substitute or substitutes,  may all
that said  attorney-in-fact  and agent or his  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 has been signed by the following  persons in the capacities  indicated
on March 16, 1998.


Signature                  Title                             Date
/s/Leon Kopyt              Chairman, Chief Executive         March 16, 1998
-------------
Leon Kopyt                 Officer, President and Director
                           (principal executive officer)

/s/Martin Blaire           Director                          March 16, 1998
Martin Blaire


                                       20



<PAGE>






/s/Stanton Remer            Chief Financial Officer,          March 16, 1998
----------------
Stanton Remer               Treasurer, Secretary and
                            Director (principal financial
                            and accounting officer)

/s/Norman S. Berson         Director                          March 16, 1998
Norman S. Berson

/s/Robert B. Kerr           Director                          March 16, 1998
Robert B. Kerr

/s/Woodrow B. Moats, Jr.    Director                          March 16, 1998
------------------------
Woodrow B. Moats, Jr.

                                  EXHIBIT INDEX




Exhibit Number  Description
5.              Opinion of Buchanan Ingersoll Professional Corporation with 
                 respect to the legality of the securities being registered

23.1.           Consent of Buchanan Ingersoll Professional Corporation 
                (included in Exhibit 5)

23.2.           Consent of Grant Thornton LLP





                                       21



<PAGE>











                                  EXHIBIT 23.2


               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


         We have issued our report dated  December 12, 1997 (except for Note 15,
as to which the date is January 5, 1998)  accompanying the financial  statements
of RCM  Technologies,  Inc. and  Subsidiaries  included in the Company's  Annual
Report  on Form  10-K for the  fiscal  year  ended  October  31,  1997  which is
incorporated  by reference in this  Registration  Statement and  Prospectus.  We
consent to this  incorporation  by reference in the  Registration  Statement and
Prospectus of the aforementioned report and to the use of our name as it appears
under the caption "Experts."









         GRANT THORNTON LLP

Philadelphia, Pennsylvania
March 13, 1998


                                       22



<PAGE>

Exhibit 5   Opinion of Buchanan Ingersoll Professional Corporation with respect
             to the legality of the securities being registered.


            [BUCHANAN INGERSOLL PROFESSIONAL CORPORATION LETTERHEAD]

                                                  March 16, 1998



RCM Technologies, Inc.
2500 McClellan Avenue, Suite 350
Pennsauken, NJ  18109

         Re:      1996 Executive Stock Plan and Certain Reoffers and Resales

Ladies and Gentlemen:

     We have acted as counsel to RCM  Technologies,  Inc., a Nevada  corporation
(the "Company") in connection  with the  preparation of a Form S-8  Registration
Statement  (the  "Registration  Statement")  to be filed by the Company with the
Securities and Exchange  Commission under the Securities Act of 1933, as amended
(the "Securities Act"), relating to (i) 1,250,000 shares of the Company's Common
Stock, $.05 par value per share ("Common Stock"), that may be issued pursuant to
the RCM Technologies,  Inc. 1996 Executive Stock Plan (the "1996 Plan") and (ii)
reoffers  and  resales of 204,020  shares of Common  Stock of the Company by (a)
certain of its directors who have acquired or may acquire shares pursuant to the
RCM Technologies Inc. 1994 Nonemployee Director Stock Option Plan (the "Director
Plan") and (b) certain of the  Company's  directors,  officers and employees who
have  acquired  or may  acquire  shares  of  Common  Stock  pursuant  to the RCM
Technologies,  Inc.  1992 Stock  Option Plan (the "1992 Option  Plan"),  the RCM
Technologies,  Inc. 1986 Incentive  Stock Option Plan ("1986 Plan") and the 1996
Plan.
     With  regard  to  the  1996  Plan,   we  have   examined  the  Articles  of
Incorporation  and  By-Laws  of the  Company  and  minutes  of  meetings  of the
Company's  Board of  Directors  relating  to the 1996 Plan.  With  regard to the
reoffers and resales, we have examined the Company's registration  statements on
Form S-8 relating to shares of Common Stock issued under the Director  Plan, the
1992 Option Plan and the 1986 Plan that have been filed with the  Securities and
Exchange Commission (File Nos. 33-80590, 33-61306 and 33-12406, respectively).We
also  have  examined  such  other  documents,  records,  certificates  of public
officials and questions of law as we have deemed  necessary or  appropriate  for
the purpose of this opinion.

     Based  upon the  foregoing  we are of the  opinion  that (i) the  1,250,000
shares of Common Stock which may be offered  pursuant to the 1996 Plan have been
validly authorized and, when issued by the Company in the manner contemplated by
the 1996 Plan, will be validly issued,  fully paid and  non-assessable  and (ii)
the  204,020  shares of Common  Stock  which may be issued by the  Company  in a
manner  contemplated  by each of the Director Plan, the 1992 Option Plan and the
1986 Plan, will be validly issued, fully paid and non-assessable.

     We consent to the filing of this opinion as an exhibit to the  Registration
Statement.
                                            Very truly yours,

                                            BUCHANAN INGERSOLL
                                             PROFESSIONAL CORPORATION


                                             By:/s/ Stephen M. Cohen  
                                             Stephen M. Cohen
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 59295}]
{"company-data": {"conformed-name": "RCM TECHNOLOGIES INC", "cik": "0000700841", "assigned-sic": "7363", "irs-number": "951480559", "state-of-incorporation": "NV", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48089", "film-number": "98567297"}, "business-address": {"street1": "2500 MCCLELLAN AVE STE 350", "city": "PENNSAUKEN", "state": "NJ", "zip": "08109", "phone": "6094861777"}, "mail-address": {"street1": "2500 MCCLELLAN AVENUE", "street2": "STE 350", "city": "PENNSAUKEN", "state": "NJ", "zip": "08109-4613"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 17, 1998
                              REGISTRATION NO. 333-
        ================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------
                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                             RCM TECHNOLOGIES, INC.
             (Exact Name Of Registrant As Specified In Its Charter)

 Nevada                                                            95-1480559
(State or other jurisdiction of incorporation)       (I.R.S. Identification No.)

                             RCM TECHNOLOGIES, INC.
                            1996 Executive Stock Plan
                            (Full Title of the Plan)

                              2500 McClellan Avenue
                                    Suite 350
                                 Pennsauken, NJ
         --------------------------------------------------------------
               (Address including zip code, and telephone number,
            including area code, of registrant's principal executive
                     office and principal place of business)

                                 Mr. Leon Kopyt
                              2500 McClellan Avenue
                                    Suite 350
                              Pennsauken, NJ 08109
                                 (609) 486-1777
         --------------------------------------------------------------
 (Name, address, including zip code, and telephone number, including area code,
   of agent for service) with a copy to:

                            Stephen M. Cohen, Esquire
                   Buchanan Ingersoll Professional Corporation
                         Eleven Penn Center, 14th Floor
                               1835 Market Street
                             Philadelphia, PA 19103
                                 (215) 665-8700
CALCULATION OF REGISTRATION FEE

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

                                                     Proposed               Proposed
                                                     Maximum                Maximum
 Title of Securities        Amount to be        Offering Price Per         Aggregate              Amount of
   to be Registered          Registered             share (1)          Offering Price (1)      Registration Fee
Common Shares             510,000                 $7.125               $3,633,750             $1,101.14
   par value $0.05
    Common Shares             245,250                $10.125               $2,483,156             $  752.47
   par value $0.05
    Common Shares              10,000                $10.625               $  106,250               $ 32.20
   par value $0.05
    Common Shares             100,000                 $14.50               $1,450,000               $439.44
   par value $0.05
    Common Shares             384,750                 $23.00               $8,849,250             $2,681.59
   par value $0.05
                              -------                                      ----------             ---------
   
                            1,250,000                                     $16,522,406             $5,006.84
(1)  Estimated  solely  for the  purpose of  calculating  the  registration fee
pursuant to Rule 457(c) and Rule 457(h) under the Securities Act.

         ===============================================================
                                EXPLANATORY NOTES

This   Registration   Statement  has  been  prepared  in  accordance   with  the
requirements  of Form S-8 under the  Securities  Act of 1933,  as  amended  (the
"Act"),  to register  1,250,000 shares of Common Stock,  $.05 par value ("Common
Stock"), of RCM Technologies,  Inc. (the "Registrant")  issuable pursuant to the
Registrant's 1996 Stock Incentive Plan (the "Plan").

This  Registration  Statement  also contains a Prospectus as provided by General
Instruction C to Form S-8 which relates to reoffers and resales of Common Shares
of the  Registrant  by (i)  certain of its  directors  who have  acquired or may
acquire shares pursuant to the RCM Technologies  Inc. 1994 Nonemployee  Director
Stock Option Plan (the "Director Plan"), (ii) certain of its directors, officers
and  employees  who have  acquired  or may  acquire  shares  pursuant to the RCM
Technologies,  Inc.  1992 Stock  Option Plan (the "1992 Option  Plan"),  the RCM
Technologies,  Inc. 1986 Incentive Stock Option Plan ("1986 Plan") and the Plan.
Registration  statements  on Form S-8 relating to Common Shares issued under the
Director  Plan,  the 1992 Option Plan and the 1986 Plan have been filed with the
Securities and Exchange Commission (File Nos. 33- 80590,  33-61306 and 33-12406,
respectively).

Pursuant  to Rule  429(b),  the Resale  Prospectus  constituting  a part of this
Registration   Statement  also  relates  to  the  following  three  Registration
Statements on Form S-8:  Registration  No. 33- 61306,  Registration No. 33-80590
and Registration No. 33-12406. ii
iii
REOFFER PROSPECTUS
                             RCM TECHNOLOGIES, INC.

                        1,454,020 SHARES OF COMMON SHARES

This Reoffer  Prospectus (the  "Prospectus")  relates to the offering by certain
selling stockholders (the "Selling Stockholders") of RCM Technologies, Inc. (the
"Company")  who may be  deemed  "affiliates"  of the  Company  (as such  term is
defined in Section 405 of the  Securities  Act of 1933, as amended (the "Act")),
of 1,454,020  shares of common  stock,  $.05 par value  ("Common  Stock") of the
Company, which may be acquired by them pursuant to the exercise of stock options
or the receipt of stock awards (collectively  "Awards") granted to them pursuant
to the Company's 1992 Incentive  Stock Option Plan, the Plan, the Company's 1994
Nonemployee  Director Stock Option Plan, the Company's 1996 Executive Stock Plan
and the Company's 1986 Incentive Stock Option Plan (collectively, the "Plans").

Selling  Stockholders  may,  from time to time,  offer all or part of the shares
acquired by them  pursuant to Awards made by the Company  under the Plans on the
over-the-counter  market or such  national  securities  exchange  upon which the
Common Stock is traded at the time of such sales,  at prices  prevailing  at the
time of such sales,  or in  negotiated  transactions.  The Company  will pay all
expenses in preparing and reproducing the  Registration  Statement of which this
Prospectus is a part, but will not receive any part of the proceeds of any sales
of such shares.  In addition,  any securities  covered by this Prospectus  which
qualify  for sale  pursuant  to Rule 144 may be sold under Rule 144 rather  than
pursuant to this  Prospectus.  The Selling  Stockholders  will pay the brokerage
commissions  charged to  sellers in  connection  with such  sales.  See "Plan of
Distribution."

The  Company's  common  shares trade on the Nasdaq  National  Market tier of the
Nasdaq  Stock Market  under the symbol  "RCMT." On March 13,  1998,  the closing
price of the Common Shares was $23.00.

The Security  Holders and any broker  executing  selling orders on behalf of any
Security  Holder may be deemed to be  "underwriters"  within the  meaning of the
Securities  Act of 1933,  as amended  (the  "Securities  Act"),  in which  event
commissions  received  by  such  broker  may  be  deemed  to be an  underwriting
commission under the Securities Act.

SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE
CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON SHARES
OFFERED HEREBY.

                                                       1
THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

No  dealer,  salesman  or any  other  person  has  been  authorized  to give any
information or to make any  representations,  other than as contained herein, in
connection  with the  offer  made in this  Prospectus,  and any  information  or
representations  not  contained  herein  must not be relied  upon as having been
authorized by the Company or the Selling Stockholders.  This Prospectus does not
constitute  an offer to sell or a  solicitation  of an offer to buy any security
other than the Common Stock offered by this  Prospectus,  nor does it constitute
an offer to sell or a  solicitation  of any  offer to buy any  shares  of Common
Stock offered hereby to any person in any  jurisdiction  where it is unlawful to
make such an offer or solicitation to such person.  Neither the delivery of this
Prospectus  nor any sale  hereunder  shall  under any  circumstances  create any
implication  that  information  contained  herein  is  correct  as of  any  time
subsequent to the date hereof.

                 The date of this Prospectus is March 17, 1998.

                                        2
AVAILABLE INFORMATION The Company has filed a Registration Statement on Form S-8
(the "Registration  Statement") under the Securities Act with the Securities and
Exchange  Commission  (the  "Commission")  which includes this  Prospectus  with
respect to the Common Shares of the Company offered by Security  Holders hereby.
As permitted by the rules and  regulations of the  Commission,  this  Prospectus
omits certain information contained in the Registration  Statement.  For further
information  with respect to the Company and the Common Shares  offered  hereby,
reference  is made to the  Registration  Statement,  including  the exhibits and
schedules  thereto,  which may be inspected  and copied at the public  reference
facilities  maintained by the Commission at 450 Fifth Street, N.W.,  Washington,
D.C. 20459 or at its Regional  Offices located at 500 West Madison,  14th Floor,
Chicago, Illinois 60661-2511 and 7 World Trade Center, 13th Floor, New York, New
York 10048.  Statements  contained in this  Prospectus as to the contents of any
contract or other document referred to are not necessarily complete, and in each
instance  reference is made to the copy of such contract or other document filed
as an exhibit to the Registration Statement, each such statement being qualified
in all respects by such reference.
   
The Company files reports and other information with the Commission  pursuant to
the Securities  Exchange Act of 1934, as amended (the "Exchange Act").  Reports,
proxy statements and other  information filed by the Company with the Commission
can be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington,  D.C. 20549 or at its Regional
Offices located at 500 West Madison,  14th Floor,  Chicago,  Illinois 60661-2511
and 7 World Trade Center,  13th Floor,  New York, New York 10048,  and copies of
such material can be obtained by mail from the Public  Reference  Section of the
Commission at 450 Fifth Street,  N.W.,  Washington,  D.C.  20549,  at prescribed
rates.  In addition,  the Commission  maintains a Website at  http://www.sec.gov
containing  reports,  proxy and  information  statements  and other  information
regarding  registrants that file electronically  with the Commission,  including
the Company.
  
The Common Stock of the Company trades on the Nasdaq National Market tier of the
Nasdaq  Stock  Market,  and  reports,  proxy  statements  and other  information
concerning  the Company may be inspected and copied at the offices of the Nasdaq
Stock Market at 1735 K Street, N.W., Washington, D.C. 20006.
 
The Company  undertakes to provide  without charge to each person to whom a copy
of this Prospectus is delivered,  upon oral or written request of such person, a
copy of any and all of the  information  that has been or may be incorporated by
reference in this  Prospectus,  other than exhibits to such documents.  Requests
for such copies should be directed to the attention of the Corporate  Secretary,
RCM Technologies, Inc., 2500 McClellan Avenue, Suite 350, Pennsauken,
 NJ 08109, (609) 486-1777.
                                        3
4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         Thefollowing documents of the Company previously filed with the
       Commission are, as of their respective dates, incorporated in this
                 Prospectus by reference and made a part hereof:

1.The  Registrant's  Annual  Report on Form 10-K for the year ended  October 31,
1997.

2.Description  of the  Registrant's  Common  Shares  contained  in Item 1 of the
Registrant's Registration Statement on Form S-1 (File No. 333-23753) filed under
Section 12 of the Exchange Act,  including any amendment or report filed for the
purpose of updating such description.
        
All reports filed by the Company with the Commission  pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a  post-effective
amendment which indicates that all Common Shares offered have been sold or which
deregisters  all Common  Shares  then  remaining  unsold,  shall be deemed to be
incorporated  by  reference  herein  and  to be  made  a part  hereof  from  the
respective date of filing such documents.
           
Any statement contained in a document  incorporated or deemed to be incorporated
by  reference  herein  which has been filed with the  Commission  as of the date
hereof  shall be  deemed to be  modified  or  superseded  for  purposes  of this
Prospectus  to the  extent  that a  statement  contained  herein or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference herein modifies or supersedes such statement.  Any statement contained
in this Prospectus shall be deemed to be modified or superseded by any statement
contained in a document  incorporated  or deemed to be incorporated by reference
which has been filed  with the  Commission  after the date  hereof to the extent
that a  statement  written  in such  subsequently  filed  document  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
Prospectus.
            
The Company will provide without charge a copy of all documents  mentioned above
which have been or may be incorporated  in this  Prospectus by reference  (other
than  exhibits  to  such  documents,   unless  such  exhibits  are  specifically
incorporated by reference into the information  that is incorporated  herein) to
each person receiving this Prospectus (including any beneficial owner), upon the
written or oral  request of such  person.  Requests  for such  copies  should be
directed to:
                                             

                             RCM Technologies, Inc.
                         Attention: Corporate Secretary
                              2500 McClellan Avenue
                                    Suite 350
                              Pennsauken, NJ 08109

                              Telephone: (609) 486-1777

                                        5
THE COMPANY

The Company is a  multi-regional  provider of  specialty  professional  staffing
services.   The  Company  provides  contract  and  temporary  personnel  in  the
information  technology,   professional  engineering  and  technical,  specialty
healthcare and general support sectors of the staffing industry to a diversified
base of national, regional and local customers.

The Company was incorporated in 1971 under the laws of the State of Nevada.  The
executive  offices of the Company are located at 2500  McClellan  Avenue,  Suite
350, Pennsauken, New Jersey 08109, and its telephone number is (609) 486-1777.

                                  RISK FACTORS

An  investment  in the shares of Common  Stock  involves a high  degree of risk.
Prospective  investors should  carefully  consider the following risk factors in
addition to the other  information  set forth in this  Prospectus  in connection
with the investment in the shares of Common Stock.

When  used in or  incorporated  by  reference  into this  Prospectus,  the words
"estimate,"  "project,"  "intend," "expect" and similar expressions are intended
to identify  forward-looking  statements  regarding  events and financial trends
which may affect the Company's future operating results and financial  position.
Such  statements  are  subject to risks and  uncertainties  that could cause the
Company's  actual  results and  financial  position to differ  materially.  Such
factors are  described in detail below and in the  Company's  reports filed with
the  Commission  under  the  Exchange  Act  which  are  incorporated  herein  by
reference.   Readers  are  cautioned  not  to  place  undue  reliance  on  these
forward-looking  statements,  which speak only as of the date made.  The Company
undertakes  no  obligation  to publicly  release the result of any  revisions to
these  forward-looking  statements to reflect events or circumstances  after the
date made or to reflect the occurrence of unanticipated events.

Ability to Achieve and Manage Growth

The Company has  experienced  significant  growth since the  beginning of fiscal
1995, principally through acquisitions.  Continued growth could place additional
demands  on  its  administrative,   operational  and  financial  resources.  The
Company's  ability to achieve  and manage its growth  will depend on a number of
factors,  including the  availability of working capital to support such growth,
existing and emerging competition,  the Company's ability to maintain sufficient
profit  margins and the strength of demand for contract and temporary  personnel
in the sectors in which the Company operates. There can be no assurance that the
Company  will be able to continue  to achieve or manage such growth  effectively
and the failure to do so could have a material  adverse  effect on the Company's
business, financial condition and results of operations.
                                                       
                                       6
Risks Associated with Future Acquisitions

A primary  element  of the  Company's  growth  strategy  is to pursue  strategic
acquisitions  that expand or  complement  the  Company's  business.  The Company
regularly reviews various strategic  acquisition  opportunities and periodically
engages  in  discussions   regarding   possible   acquisitions.   As  a  result,
negotiations  may occur from time to time as  appropriate  opportunities  arise.
There can be no assurance  that the Company will be able to identify  additional
acquisition  candidates on terms favorable to the Company or in a timely manner,
enter into acceptable agreements or close any such transactions, and any failure
to do so could  have a  material  adverse  effect on the  Company's  ability  to
sustain its growth.  In  addition,  management  believes  that the Company  will
compete for acquisition  candidates with other companies.  Increased competition
for such acquisition  candidates could have the effect of increasing the cost of
pursuing  this  growth  strategy  or  could  reduce  the  number  of  attractive
candidates  to  be  acquired.  Future  acquisitions  could  divert  management's
attention  from the daily  operations  of the  Company  and  require  additional
management, operational and financial resources. Moreover, there is no assurance
that the Company will be able to successfully  integrate  acquisitions  into its
business  or  operate  such  acquisitions  at  expected  levels  of  revenue  or
profitability.  Acquisitions may also have an adverse  short-term  effect on the
Company's operating results, dependence on retaining key personnel, amortization
of acquired intangible assets and risks associated with unanticipated  problems,
liabilities or contingencies.

The  Company  may  require  additional  debt  or  equity  financing  for  future
acquisitions,  which may not be available  at all, or on terms  favorable to the
Company.  To the extent the  Company  uses  shares of Common  Stock for all or a
portion of the consideration to be paid in future acquisitions,  dilution may be
experienced by existing  stockholders,  including the purchasers of Common Stock
in this  offering.  If the Company does not have cash  resources  sufficient for
such  purpose  or is not  able to use its  Common  Stock  as  consideration  for
acquisitions, its growth through acquisitions could be limited.

Dependence on Key Customers and Geographic Concentration

Although  the  Company  provides  services  to  a  large  number  of  customers,
approximately  24.6%  and 21.9% of the  Company's  revenues  in fiscal  1996 and
fiscal 1997,  respectively,  were derived  from the  Company's  top five revenue
producing customers, with one customer accounting for approximately 12.0% of the
Company's  revenues in each  period.  Similarly,  a  substantial  portion of the
Company's  revenues are currently derived from services provided to customers in
the Northeast,  Midwest and California regions of the United States. The loss of
or a reduction  in  business  from any major  customers  or a  deterioration  of
general economic conditions in these regions could adversely affect the Company.

                                        7
Dependence on Availability of Qualified Temporary Personnel

The Company  depends on its ability to attract,  train and retain  personnel who
possess the skills and experience necessary to meet the staffing requirements of
its customers. To remain competitive,  the Company must continually evaluate and
update  its  database  of  personnel  in  each  sector  in  which  it  operates.
Competition  for  the  services  of  personnel  within  all of its  professional
specialty groups is intense. Competition for information technology personnel is
particularly  intense and demand for their services has, to date,  substantially
exceeded their supply. The Company expects such competition to continue. Factors
influencing   such   competition   include   compensation,    benefits,   growth
opportunities,   relationships  with  other  specialty  staffing  companies  and
full-time  employment  opportunities.  There can be no assurance  that qualified
personnel will continue to be available to the Company in sufficient numbers and
on terms of employment  acceptable to the Company.  The inability to attract and
retain  qualified  personnel in  sufficient  numbers,  or to upgrade its base of
qualified  personnel  to keep pace with  changing  customer  needs and  emerging
technologies,  could have a material  adverse effect on the Company's  business,
financial condition and results of operations.

Reliance on Key Personnel

The Company is highly  dependent  upon the continued  services and experience of
its senior  members of  management,  including  Leon Kopyt,  Chairman  and Chief
Executive Officer. The loss of the services of Mr. Kopyt or other senior members
of management  could have a material  adverse effect on the Company's  business.
The Company has employment agreements with Mr.
Kopyt and other senior members of management.

Fluctuations in Quarterly Operating Results

The Company has experienced, and is expected to continue experiencing, quarterly
variations  in  revenues  and  operating  income  as a result  of many  factors,
including the timing of assignments from customers, future acquisitions,  hiring
of  personnel  and  additional  selling,  general  and  administrative  expenses
incurred to support new  business  as well as changes in the  Company's  revenue
mix. In connection with certain  engineering  projects,  the Company could incur
costs in  periods  prior to  recognizing  revenues  under  those  contracts.  In
addition,  the Company  must plan its  operating  expenditures  based on revenue
forecasts,  and a revenue  shortfall  below such  forecast in any quarter  would
likely adversely effect the Company's  operating results for the quarter.  While
the effects of seasonality  of the Company's  business have been obscured by its
growth through  acquisitions,  the Company usually experiences lower revenues in
its first  fiscal  quarter due to the slowdown in business  associated  with the
holiday season.

                                        8
Increased Costs of Employment

The Company is required to pay  unemployment  insurance  premiums  and  workers'
compensation  benefits for its contract and  temporary  employees.  Unemployment
insurance  premiums  are set annually by the states in which  employees  perform
services and could  increase  periodically.  There can be no assurance  that the
Company will be able to increase  the fees charged to its  customers in a timely
manner and by an amount  sufficient to cover  increased  unemployment  insurance
premiums.  Workers' compensation costs have increased as various states in which
the Company  conducts  operations  have raised  benefit  levels and  liberalized
allowable claims. The Company maintains workers' compensation  insurance for its
employees  under an insured  program in its areas of operation.  There can be no
assurance that the Company's actual workers'  compensation  obligations will not
exceed the amount of its insured  coverage  or that the Company  will be able to
increase  the fees charged to its  customers  sufficiently  to offset  increased
employment costs.

Liability for Customer and Employee Actions

Providers of contract and  temporary  staffing  services  generally  place their
employees in the workplace of other businesses.  The risk of employee misconduct
is  attendant  to the  Company's  business.  These  risks could  include  claims
relating  to  errors  and   omissions,   misuse  of   proprietary   information,
misappropriation  of funds,  discrimination  and  harassment,  theft of customer
property,  other criminal activity or torts and other claims.  While the Company
has not  historically  experienced any material  claims of these types,  and has
insurance  covering  certain of these risks,  there can be no assurance that the
Company will not  experience  such claims,  incur costs in connection  with such
risks in the future,  that  insurance  coverage will continue to be available or
that it will be adequate to cover such liabilities.

Risks Related to Tax Status of Independent Contractors

Generally,  the Company treats its technical  personnel as employees for federal
and state tax purposes and pays all  requisite  Social  Security  taxes  (FICA),
payroll taxes,  unemployment taxes, workers' compensation insurance premiums and
other  employee taxes and similar costs.  In certain cases,  however,  technical
personnel desire to be treated as independent  contractors for federal and state
tax  purposes  with  respect  to  their  assignments.  In  such  cases,  and  if
appropriate,  the  individual is treated as an  independent  contractor  for tax
purposes. Of the technical personnel, historically, less than 5% were treated as
independent contractors for federal and state tax purposes. The Company believes
that it is in material compliance with all applicable tax regulations concerning
the  classification of its technical  personnel,  and has not, to date, been the
subject of any attempt by any federal or state  authority to  reclassify  any of
the personnel it has

                                        9
treated as independent  contractors.  There can be no assurance,  however,  that
federal  and  state  taxing   authorities   will  not  challenge  the  Company's
classification of technical personnel as independent  contractors in the future.
If  successful,  such a challenge  could result in the  imposition of additional
taxes, interest and penalties, the amount of which could have a material adverse
effect on the Company's financial condition.

Risk of Government Regulations and Legislative Proposals

The  Company's  costs of  operations  could  increase if there are any  material
changes  in  government  regulations.   Recent  federal  and  state  legislative
proposals have included  provisions  seeking to extend health insurance benefits
to employees who do not currently receive such benefits. As a result of the wide
variety of national  and state  proposals  currently  under  consideration,  the
impact of such proposals cannot be predicted. There can be no assurance that the
Company will be able to increase  the fees charged to its  customers in a timely
manner  and  sufficient  amount  to cover  increased  costs  related  to any new
benefits  that may be  extended  to  temporary  employees  as a  result  of such
legislation  or  regulations.  It is not  possible to predict  whether any other
legislation or regulations  affecting the Company's  operations will be proposed
or enacted at the federal or state level;  however,  no assurances  can be given
that if  enacted,  such  legislation  or  regulations  would not have a material
adverse effect on the Company.

Competitive Market

The temporary staffing industry is highly competitive,  with limited barriers to
entry. The Company competes for customers in the geographic  regions in which it
operates  with  national,  regional  and local,  full  service  and  specialized
staffing providers. Certain of the Company's competitors have greater marketing,
financial  and  other  resources,  and  more  established  operations,  than the
Company.  As a result,  they may be better  able to  respond  or adapt to new or
emerging  technologies and changes in customer requirements or to devote greater
resources to the  development,  marketing  and sales of their  services than the
Company.  The Company expects that the level of competition  will remain high in
the future, which could limit the Company's ability to maintain its market share
or maintain gross margins in the geographic regions in which it operates, either
of which  could  have a  material  adverse  effect  on the  Company's  business,
financial condition and results of operations.

General Economic Risks

Demand for  professional  staffing  services  is  significantly  affected by the
general level of economic activity.  When economic activity slows, customers may
delay or cancel plans that involve the hiring of permanent or contract technical
personnel. The Company is unable to

                                       10
predict the level of economic  activity at any particular time, and fluctuations
in the general economy could adversely affect the Company's business,  operating
results and financial condition.

Effect of Certain Anti-Takeover Provisions

Certain provisions of the Company's  Articles of Incorporation,  as amended (the
"Articles of  Incorporation"),  Amended and Restated Bylaws (the "Bylaws"),  the
Nevada  General  Corporation  Law, the  Company's  Stockholder  Rights Plan (the
"Rights  Plan")  and  the  Second  Amended  and  Restated  Termination  Benefits
Agreement  between the Company and its Chief  Executive  Officer (the  "Benefits
Agreement")  could delay or  frustrate  the removal of incumbent  directors  and
could make difficult a change in control transaction  including a merger, tender
offer or proxy  contest  involving  the  Company,  even if such events  could be
viewed as  beneficial  by the Company's  stockholders.  For example,  the Bylaws
provide for a classified  Board of Directors  and the Articles of  Incorporation
deny the right of  stockholders  to amend the Bylaws  without the consent of the
Board and require  advance notice of stockholder  nominations of directors.  The
Company is also subject to provisions of the Nevada General Corporation Law that
prohibit a publicly  held Nevada  corporation  from engaging in a broad range of
business   combinations   with  a  person  who,  together  with  affiliates  and
associates,  owns 10% or more of the corporation's outstanding voting shares (an
"interested  stockholder") for three years after the person became an interested
stockholder, unless the business combination is approved in a prescribed manner.
In addition,  the Rights Plan provides for substantial  dilution of a "acquiring
person"  as defined  therein in the event a person or group of persons  acquires
beneficial  ownership  of 15% or more of the  outstanding  Common  Stock  of the
Company or in the event of a merger or sale of assets  which is not  approved by
the  "continuing  directors,"  of the  Company as  defined  in the Rights  Plan.
Furthermore,  in the event a "change in  control"  (as  defined in the  Benefits
Agreement) which results in the termination of the Chief Executive Officer,  the
Company  would  be  required  to  make  substantial  payments  and,  in  certain
circumstances,  reduce  the  exercise  price  of  options  issued  to the  Chief
Executive Officer.

                              SELLING STOCKHOLDERS

The  Selling   Stockholders   consist  of  officers  and  directors   (including
non-employee  directors) of the Company.  Such Selling Stockholders may offer up
to an aggregate  1,454,020  shares of Common Stock which may be acquired by them
pursuant to awards  granted to them under the Plans.  There is no assurance that
any of the Selling Stockholders will sell any or all of the Common Stock offered
by them  hereunder.  As of March 16, 1998, an aggregate  1,009,020  options have
been granted to the Selling Stockholders  pursuant to the Plans, of which, as of
such date, 694,020 options have vested and are fully exercisable.

                                       11
The following table sets forth: (i) the name and position of each of the Selling
Stockholders,  (ii) the number of shares of Common Stock  beneficially  owned by
each Selling  Stockholder  as of March 16,  1998,  (iii) the number of shares of
Common Stock that may be offered and sold by each Selling  Stockholder  pursuant
to this  Prospectus and (iv) the amount and percentage of the Common stock to be
owned  by each  Selling  Stockholder  after  completion  of this  offering.  The
inclusion in the table of the  individuals  named therein shall not be deemed to
be an admission that any such individuals are "affiliates" of the Company.

                                       12
Shares Owned as of      Shares Covered
                                    March 16, 1998(1)           by this
       Name and Position                                     Prospectus(1)    Shares Owned after Offering(2)

                                                                              Number             Percentage
Leon Kopyt, Chairman,            747,432                  694,020             53,412 (3)         *
President and Chief
Executive Officer

Stanton Remer, Chief              90,000                   90,000              0                 0
Financial Officer,
Treasurer, Secretary
and Director
Peter R. Kaminsky,                70,265                   15,000             55,265             *
Senior Vice President
Norman S. Berson,                 70,000                   70,000              0                 0
Director
Robert B . Kerr,                  70,000                   70,000              0                 0
Director
Woodrow B. Moats, Jr.,            70,000                   70,000              0                 0
Director
* Less than one percent

(1) Includes (a) all Common Shares that may be acquired upon exercise of options
outstanding at the date of this Prospectus, whether or not currently exercisable
or  exercisable  within 60 days and (b) all Common Shares vested for the benefit
of the named persons under the Plans.  (2) Assumes all Common Shares acquired by
such persons  covered by this  Prospectus  have been sold.  None of the Security
Holders have indicated any present intent to sell any shares of the Company. (3)
Includes  53,312 shares over which Mr. Kopyt has voting power with regard to the
election of directors of the Company.

         The preceding table may be amended or supplemented from time to time to
reflect changes to the persons  included as Selling  Stockholders and changes in
other information presented.
                              PLAN OF DISTRIBUTION

                Selling  Stockholders  may, from time to time, offer all or part
of the shares acquired by them pursuant to Awards made

                                       15
by the Company under the Plans on the  over-the-counter  market or such national
securities  exchange  upon which the Common  Stock is traded at the time of such
sales,  at  prices  prevailing  at the  time of  such  sales,  or in  negotiated
transactions. The Company will pay all expenses in preparing and reproducing the
Registration  Statement of which this Prospectus is a part, but will not receive
any  part  of the  proceeds  of any  sales  of such  shares.  In  addition,  any
securities  covered by this  Prospectus  which qualify for sale pursuant to Rule
144 may be sold under Rule 144 rather  than  pursuant  to this  Prospectus.  The
Selling  Stockholders will pay the brokerage  commissions  charged to sellers in
connection with such sales.  The Company and the Selling  Stockholders may enter
into  customary  agreements  concerning  indemnification  and the  provision  of
information in connection with the sale of the Shares.
                                                
                                 INDEMNIFICATION

The Company's  Articles of Incorporation  provide that the Company shall, to the
full extent  permitted by the Nevada  General  Corporation  Law,  indemnify  all
persons whom it has the power to indemnify pursuant thereto,  including officers
and directors of the Company.  The Articles of Incorporation  also authorize the
Company to  maintain  insurance  to cover such  liabilities.  The Company has in
effect  Directors' and Officers'  Liability  Insurance to protect  directors and
officers of the Company from any liability  asserted against them for acts taken
or omissions  occurring in their  capacities as such.  The Company policy has an
aggregate liability limit of $5,000,000. The Company is not required to maintain
such  insurance and there can be no assurance  that the Company will continue to
maintain such insurance or coverage in such amounts.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be permitted to Directors, officers and persons controlling the Company
pursuant to the foregoing provisions,  the Company has been informed that in the
opinion of the  Securities  and Exchange  Commission,  such  indemnification  is
against  public  policy as  expressed  in the  Securities  Act and is  therefore
unenforceable.

                                  LEGAL MATTERS

The  validity of the shares of Common stock  offered  hereby will be passed upon
for the  Company by Buchanan  Ingersoll  Professional  Corporation,  Eleven Penn
Center, 14th Floor, 1835 Market Street, Philadelphia, PA 19103.
                                     EXPERTS

The consolidated financial statements included in the Company's Annual Report on
Form 10-K for the year ended October 31, 1997, incorporated by reference in this
Prospectus  and  elsewhere in the  Registration  Statement  have been audited by
Grant Thornton LLP, independent public accountants, as indicated in their report
with respect thereto,  and are incorporated by reference herein in reliance upon
the authority of said firm as experts in accounting  and auditing in giving said
report.
                                                       14
15
PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents of the Company previously filed with the Commission are,
as of their respective  dates,  incorporated in this Prospectus by reference and
made a part hereof:

1. The  Registrant's  Annual  Report on Form 10-K for the year ended October 31,
1997.

2.  Description  of the  Registrant's  Common Shares  contained in Item 1 of the
Registrant's Registration Statement on Form S-1 (File No. 33- 23753) filed under
Section 12 of the Exchange Act,  including any amendment or report filed for the
purpose of updating such description.

All reports filed by the Company with the Commission  pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities  Exchange Act of 1934,  prior to the filing
of a  post-effective  amendment  which  indicates that all Common Shares offered
have been sold or which  deregisters  all Common Shares then  remaining  unsold,
shall be deemed to be  incorporated  by  reference  herein and to be made a part
hereof from the respective date of filing such documents.

Any statement contained in a document  incorporated or deemed to be incorporated
by  reference  herein  which has been filed with the  Commission  as of the date
hereof  shall be  deemed to be  modified  or  superseded  for  purposes  of this
Prospectus  to the  extent  that a  statement  contained  herein or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference herein modifies or supersedes such statement.  Any statement contained
in this Prospectus shall be deemed to be modified or superseded by any statement
contained in a document  incorporated  or deemed to be incorporated by reference
which has been filed  with the  Commission  after the date  hereof to the extent
that a  statement  written  in such  subsequently  filed  document  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
Prospectus.

ITEM 4.           DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

As permitted by the General Corporation Law of Nevada (the "GCL"), the Company's
Amended and Restated Bylaws (the

                                                       18
"Bylaws")  provide  that a  director  shall  not be  personally  liable  in such
capacity for monetary  damages for any action or any failure to take any action,
unless the director breaches or fails to perform the duties of his or her office
under the GCL and the breach or failure  to  perform  constitutes  self-dealing,
willful misconduct or recklessness.  These provisions of the Bylaws, however, do
not apply to the  responsibility  or  liability  of a director  pursuant  to any
criminal  statute or to the  liability  of a director  for the  payment of taxes
pursuant to local,  Nevada or federal law.  These  provisions  offer persons who
serve on the Board of  Directors  of the Company  protection  against  awards of
monetary damages for negligence in the performance of their duties.

The Bylaws also provide that every person who is or was a director or officer of
the Company or of any corporation  which he served as such at the request of the
Company,   shall  be  indemnified  by  the  Company  against  all  expenses  and
liabilities  reasonably  incurred by or imposed upon him, in connection with any
proceeding to which he may be made or threatened to be made, a party or in which
he may  become  involved  by reason of his being or having  been a  director  or
officer  of the  Company,  or such  other  corporation,  whether  or not he is a
director  or officer of the  Company or such other  corporation  at the time the
expenses or liabilities are incurred. If the action is not by or in the right of
the Company,  such person will be indemnified  against expenses  incurred to the
extent that he has been successful on the merits or otherwise in defense of such
action and against expenses incurred by him in connection  therewith if he acted
in good faith and in a manner he reasonably believed to be in 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.  If the action is by or in
the right of the  Company,  such  person  shall be  indemnified  by the  Company
against  expenses  incurred by him to the extent he has been  successful  on the
merits or otherwise in defense of such action and against  expenses  incurred by
him if he acted in good faith and in a manner he  reasonably  believed  to be in
the best interests of the Company,  except that no indemnification will apply in
respect of any matter as to which such  person is  adjudged  to be liable to the
Company for  negligence  or  misconduct  in the  performance  of his duty to the
Company.

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

ITEM 7            EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

                                                       17
ITEM 8.           EXHIBITS.

Exhibit Number  Description
4.  1996 Executive Stock Plan of the Registrant (Incorporated by reference to
    Exhibit 10(L) of the Registrant's Annual report on Form 10-K for the fiscal
    year ended October 31, 1996)

5.  Opinion   of   Buchanan    Ingersoll    Professional
    Corporation  with  respect  to the  legality  of the
    securities being registered

23.1. Consent of Buchanan Ingersoll Professional Corporation 
(included in Exhibit 5)

23.2. Consent of Grant Thornton LLP

24.   Power of Attorney (included within the signature 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:

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

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

(iii)  To  include  any  material  information  with  respect  to  the  plan  of
distribution  not  previously  disclosed in this  Registration  Statement or any
material change to such  information in this  Registration  Statement  provided,
however,  that the undertakings set forth in paragraphs (1)(i) and (1)(ii) above
do not apply if the  information  required to be  included  in a  post-effective
amendment by those  paragraphs  is contained  in periodic  reports  filed by the
Registrant with the Securities and Exchange Commission pursuant to section 13 or
15(d) of the Securities  Exchange Act of 1934 that are incorporated by reference
in this Registration Statement.

(2) That, for the purpose of determining  any liability under the Securities Act
of 1933, each such post-effective
                                                       18
amendment  shall be deemed to be a new  registration  statement  relating to the
securities offered therein,  and the offering of such securities offered at that
time shall be deemed to be the initial bona fide offering thereof.

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

(B) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE.  That,
for the purpose of determining  any liability  under the Securities Act of 1933,
each filing of the Company's  annual report pursuant to Section 13(a) or Section
15(d) of the Securities  Exchange Act of 1934 that is  incorporated by reference
in  this  Registration  Statement  shall  be  deemed  to be a  new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

(C)  INDEMNIFICATION.  Insofar as indemnification  for liabilities arising under
the  Securities  Act of  1933  may  be  permitted  to  directors,  officers  and
controlling persons of the Registrant pursuant to the foregoing  provisions,  or
otherwise, the Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification  against such liabilities (other than the
payment by the Registrant of expenses incurred 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 that 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 of 1933 and will be governed by the final  adjudication  of such
issue.

                                                       19
SIGNATURES

The Registrant.  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 Pennsauken, New Jersey on March 16, 1998.

RCM TECHNOLOGIES, INC.

By:

/s/ Leon Kopyt
Leon Kopyt
Chairman, President and
Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes  and appoints  LEON KOPYT his true and lawful  attorney-in-fact  and
agent with full power of  substitution  and  resubstitution,  for him and in his
name,  place and stead,  in any and all capacities to sign any or all amendments
(including, without limitation,  post-effective amendments) to this Registration
Statement and any related Registration  Statements filed pursuant to Rule 462(b)
under  the  Securities  Act of 1933 and to file  the  same,  with  all  exhibits
thereto,  and other documents in connection  therewith,  with the Securities and
Exchange  Commission,  granting unto said  attorney-in-fact and agent full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary  to be done in and about the  premises,  as fully for all  intents and
purposes as he might or could do in person,  hereby ratifying and confirming all
that said  attorney-in-fact and agent or his substitute or substitutes,  may all
that said  attorney-in-fact  and agent or his  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 has been signed by the following  persons in the capacities  indicated
on March 16, 1998.

Signature                  Title                             Date
/s/Leon Kopyt              Chairman, Chief Executive         March 16, 1998
-------------
Leon Kopyt                 Officer, President and Director
                           (principal executive officer)

/s/Martin Blaire           Director                          March 16, 1998
Martin Blaire

                                       20
/s/Stanton Remer            Chief Financial Officer,          March 16, 1998
----------------
Stanton Remer               Treasurer, Secretary and
                            Director (principal financial
                            and accounting officer)

/s/Norman S. Berson         Director                          March 16, 1998
Norman S. Berson

/s/Robert B. Kerr           Director                          March 16, 1998
Robert B. Kerr

/s/Woodrow B. Moats, Jr.    Director                          March 16, 1998
------------------------
Woodrow B. Moats, Jr.

                                  EXHIBIT INDEX

Exhibit Number  Description
5.              Opinion of Buchanan Ingersoll Professional Corporation with 
                 respect to the legality of the securities being registered

23.1.           Consent of Buchanan Ingersoll Professional Corporation 
                (included in Exhibit 5)

23.2.           Consent of Grant Thornton LLP

                                       21
EXHIBIT 23.2

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

         We have issued our report dated  December 12, 1997 (except for Note 15,
as to which the date is January 5, 1998)  accompanying the financial  statements
of RCM  Technologies,  Inc. and  Subsidiaries  included in the Company's  Annual
Report  on Form  10-K for the  fiscal  year  ended  October  31,  1997  which is
incorporated  by reference in this  Registration  Statement and  Prospectus.  We
consent to this  incorporation  by reference in the  Registration  Statement and
Prospectus of the aforementioned report and to the use of our name as it appears
under the caption "Experts."

         GRANT THORNTON LLP

Philadelphia, Pennsylvania
March 13, 1998

                                       22
Exhibit 5   Opinion of Buchanan Ingersoll Professional Corporation with respect
             to the legality of the securities being registered.

            [BUCHANAN INGERSOLL PROFESSIONAL CORPORATION LETTERHEAD]

                                                  March 16, 1998

RCM Technologies, Inc.
2500 McClellan Avenue, Suite 350
Pennsauken, NJ  18109

         Re:      1996 Executive Stock Plan and Certain Reoffers and Resales

Ladies and Gentlemen:

     We have acted as counsel to RCM  Technologies,  Inc., a Nevada  corporation
(the "Company") in connection  with the  preparation of a Form S-8  Registration
Statement  (the  "Registration  Statement")  to be filed by the Company with the
Securities and Exchange  Commission under the Securities Act of 1933, as amended
(the "Securities Act"), relating to (i) 1,250,000 shares of the Company's Common
Stock, $.05 par value per share ("Common Stock"), that may be issued pursuant to
the RCM Technologies,  Inc. 1996 Executive Stock Plan (the "1996 Plan") and (ii)
reoffers  and  resales of 204,020  shares of Common  Stock of the Company by (a)
certain of its directors who have acquired or may acquire shares pursuant to the
RCM Technologies Inc. 1994 Nonemployee Director Stock Option Plan (the "Director
Plan") and (b) certain of the  Company's  directors,  officers and employees who
have  acquired  or may  acquire  shares  of  Common  Stock  pursuant  to the RCM
Technologies,  Inc.  1992 Stock  Option Plan (the "1992 Option  Plan"),  the RCM
Technologies,  Inc. 1986 Incentive  Stock Option Plan ("1986 Plan") and the 1996
Plan.
     With  regard  to  the  1996  Plan,   we  have   examined  the  Articles  of
Incorporation  and  By-Laws  of the  Company  and  minutes  of  meetings  of the
Company's  Board of  Directors  relating  to the 1996 Plan.  With  regard to the
reoffers and resales, we have examined the Company's registration  statements on
Form S-8 relating to shares of Common Stock issued under the Director  Plan, the
1992 Option Plan and the 1986 Plan that have been filed with the  Securities and
Exchange Commission (File Nos. 33-80590, 33-61306 and 33-12406, respectively).We
also  have  examined  such  other  documents,  records,  certificates  of public
officials and questions of law as we have deemed  necessary or  appropriate  for
the purpose of this opinion.

     Based  upon the  foregoing  we are of the  opinion  that (i) the  1,250,000
shares of Common Stock which may be offered  pursuant to the 1996 Plan have been
validly authorized and, when issued by the Company in the manner contemplated by
the 1996 Plan, will be validly issued,  fully paid and  non-assessable  and (ii)
the  204,020  shares of Common  Stock  which may be issued by the  Company  in a
manner  contemplated  by each of the Director Plan, the 1992 Option Plan and the
1986 Plan, will be validly issued, fully paid and non-assessable.

     We consent to the filing of this opinion as an exhibit to the  Registration
Statement.
                                            Very truly yours,

                                            BUCHANAN INGERSOLL
                                             PROFESSIONAL CORPORATION

                                             By:/s/ Stephen M. Cohen  
                                             Stephen M. Cohen