content: Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
                                 ------------------
  
                           VOLT INFORMATION SCIENCES, INC.
               (Exact name of registrant as specified in its charter)
  
             NEW YORK                                              13-5658129
  (State or other jurisdiction of                              (I.R.S. Employer
   incorporation or organization)                             Identification No.)
  
      1221 AVENUE OF THE AMERICAS
          NEW YORK, NEW YORK                                       10020-1579
  (Address of Principal Executive Offices)                         (Zip Code)
  
  
                        1995 NON-QUALIFIED STOCK OPTION PLAN
                              (Full title of the plan)
  
                              HOWARD B. WEINREICH, ESQ.
                           VOLT INFORMATION SCIENCES, INC.
                             1221 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10020-1579
                       (Name and address of agent for service)
  
                                   (212) 704-2400
            (Telephone number, including area code, of agent for service)
  
                                   With a copy to:
  
                               RICHARD A. RUBIN, ESQ.
                         PARKER CHAPIN FLATTAU & KLIMPL, LLP
                             1211 AVENUE OF THE AMERICAS
                                 NEW YORK, NY 10036
                                   (212) 704-6187
  
  APPROXIMATE  DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:  From time to time
  after the effective date of this registration statement.
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ---------------------------------------------------------------------------------------------------------
                               Amount to be     Proposed maximum     Proposed maximum      Amount of
  Title of securities          registered(1)    offering             aggregate             registration fee
  to be registered                              price per share      offering price
  ---------------------------------------------------------------------------------------------------------
  <S>                            <C>               <C>                <C>                   <C>      
  Common Stock, par              446,250           $ 27.125(2)        $12,104,531(2)        $4,173.98
  value $.10 per share            31,600           $ 38.125(2)        $  1,204,750(2        $  415.43
                                 322,150           $ 42.50 (3)        $ 13,691,375(3)       $4,721.16
  ---------------------------------------------------------------------------------------------------------
                                                                      $27,000,656           $9,310.57
  ---------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1)   In addition, in accordance with Rule 416 under the Securities Act of 1933,
        this  registration  statement  also  covers such  indeterminate  number of
        shares  as may  become  subject  to  options  under  the Volt  Information
        Sciences,  Inc.  1995  Non-Qualified  Stock Option Plan as a result of the
        anti-dilution adjustment provisions therein.
  
  (2)   Based,  pursuant to  Rule 457(h),  on  the exercise price  of  outstanding
        options.
  
  (3)   Calculated  pursuant to Rule 457(h) using the high and low sales prices of
        the  Company's  Common  Stock as  reported  on the Nasdaq  Stock  Market's
        National  Market  System on  September  30,  1996 with  respect  to shares
        subject to the Plan but not subject to presently outstanding options.
  
  --------------------------------------------------------------------------------
  
  <PAGE>
  
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  
  
  ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE
  
             The  following  documents  heretofore  filed by the Company  with the
  Securities and Exchange  Commission  (File No. 1-0932) pursuant to Section 13(a)
  of the Securities  Exchange Act of 1934 (the "1934 Act") are incorporated herein
  by  reference:  the Company's (a) Annual Report on Form 10-K for the fiscal year
  ended  November 3, 1995, as amended on Form 10-K/A filed  February 29, 1996, (b)
  the Quarterly  Reports on Form 10-Q for the fiscal  quarters  ended  February 2,
  1996,  May 3, 1996 and August 2, 1996,  (c) Current  Report on Form 8-K (date of
  earliest event  reported)  dated January 29, 1996 as amended on Form 8-K/A dated
  January 29, 1996 and (d) description of the Company's  Common Stock contained in
  the Company's  Registration  Statement on Form 8-A filed on August 7, 1986 under
  the 1934 Act,  including  any  amendment  or report  filed  for the  purpose  of
  updating such description.
  
             All  documents  filed  subsequent  to the  date of this  Registration
  Statement  pursuant to Section 13(a),  13(c), 14 or 15(d) of the 1934 Act, prior
  to the filing of a post-effective  amendment which indicates that all securities
  offered  have been  sold or which  deregisters  all  securities  then  remaining
  unsold,  shall be deemed to be  incorporated  by reference in this  Registration
  Statement and to be a part hereof from the date of the filing of such documents.
  Any statement contained in a document  incorporated or deemed to be incorporated
  herein by reference shall be deemed to be modified or superseded for purposes of
  this Registration  Statement to the extent that a statement  contained herein or
  in any  other  subsequently  filed  document  which  also is or is  deemed to be
  incorporated by reference herein modifies or supersedes such statement.
  
  ITEM 4.    DESCRIPTION OF SECURITIES
  
             Not applicable.
  
  ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL
  
             Not applicable.
  
                                        II-1
  
  <PAGE>
  
  
  
  ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
             The New York Business  Corporation Law ("NYBCL")  generally permits a
  corporation to grant other rights to indemnification  through its certificate of
  incorporation  or by-laws,  or by resolution of  shareholders or directors or by
  agreement  to  corporate  officers and  directors  except in  instances  where a
  judgment  or  other  final  adjudication  adverse  to the  officer  or  director
  establishes  that (i) his or her acts  were  committed  in bad faith or were the
  result of active and  deliberate  dishonesty  and were  material to the cause of
  action so adjudicated, or (ii) the officer or director personally gained in fact
  a  financial  profit  or other  advantage  to  which  he or she was not  legally
  entitled.
  
             The Company's Certificate of Incorporation,  as amended,  permits the
  Company to indemnify any officer, director or other person to the fullest extent
  from time to time permitted by law, and provides that, to the extent  consistent
  therewith, the Company shall indemnify any officer,  director or other person to
  the fullest  extent  required by or pursuant to any present or future  by-law of
  the Company,  agreement  approved by the Board of  Directors,  or  resolution of
  shareholders or directors.
  
             In general,  the  Company's  By-Laws  provide that the Company  shall
  indemnify  each  corporate  officer and director (as well as any person  serving
  another entity,  trust or employee benefit plan in any capacity at the Company's
  request)  against  judgments,  fines,  amounts paid in settlement and reasonable
  expenses  incurred in connection  with any action  (including  civil,  criminal,
  investigative  and  actions by or in the right of the  Company or other  entity,
  trust or employee benefit plan) to which the person seeking  indemnification  is
  made or  threatened  to be made a party by  virtue  of  serving  in any of those
  capacities,  except in instances where the NYBCL prohibits  indemnification.  In
  addition to third party claims, the By-Law provision covers actions by or in the
  right of the Company  (commonly  called  derivative  actions),  amounts  paid in
  settlement  and  unsuccessful  defenses  of  derivative  actions,  which are not
  specifically permitted by the NYBCL.
  
             In addition, the Company's Certificate of Incorporation provides that
  directors shall not be liable to the Company or its shareholders for damages for
  any breach of duty as a director,  except for liability a director may have if a
  judgment or other final adjudication  adverse to the director  establishes that:
  (i) the director's  acts or omissions were in bad faith or involved  intentional
  misconduct or a knowing violation of law; (ii) the director personally gained in
  fact a financial profit or other advantage to which the director was not legally
  entitled; or (iii) the director's acts violated NYBCL Section 719 (which imposes
  liability on  transactions  when contrary to NYBCL  provisions).  This provision
  also provides  that if the Company may by law be permitted to further  eliminate
  or limit the personal  liability of directors,  then the liability of a director
  shall,  at such  time,  automatically  be further  eliminated  or limited to the
  fullest extent permitted by law.
  
             As permitted by New York law, the Company maintains certain insurance
  covering the Company's  obligation to indemnify  directors and officers and also
  covering director and officers individually,  subject to certain limitations, in
  instances in which they may not otherwise be indemnified by the Company.
  
  
  ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED
  
             Not applicable.
  
  
                                        II-2
  
  <PAGE>
  
  
  
  
  ITEM 8.    EXHIBITS
  
  Exhibit
   Number               Description
   ------               -----------
  
  **4.1             Certificate of Incorporation of the Company, as amended.
  
  **4.2             Bylaws of the Company, as amended.
  
  *5.1              Opinion of Parker Chapin Flattau & Klimpl, LLP
  
  *15.1             Letter re unaudited interim financial information.
  
  *23.1             Consent of Ernst & Young LLP
  
  *23.2             Consent  of  Parker Chapin Flattau & Klimpl,  LLP (included in
                    their opinion filed as Exhibit 5.1)
  
  *24.1             Power of Attorney (see Page II-5 of this Registration
                    Statement).
  
  *99.1             1995  Volt  Information  Sciences,  Inc.  Non-Qualified  Stock
                    Option Plan.
  
  -----------------------
  *          Filed herewith.
  
  **         Incorporated  by reference to the similarly  numbered  exhibit to the
             Company's  Quarterly Report on Form 10-Q for the fiscal quarter ended
             July 29, 1988 (File No. 1-0932).
  
  ITEM 9.    UNDERTAKINGS
  
             (A)        The undersigned registrant hereby undertakes:
  
             (1)        To file,  during any  period in which  offers or sales are
  being made, a post-effective amendment to 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 the
  registration statement;
  
                        (iii)      To  include  any  material   information   with
  respect to the plan of distribution not previously disclosed in the registration
  statement  or any  material  change  to  such  information  in the  registration
  statement;
  
  provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
  information  required  to be  included in a  post-effective  amendment  by those
  paragraphs is contained in periodic reports filed by the registrant  pursuant to
  Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
  incorporated by reference in the registration statement.
  
  
                                        II-3
  
  <PAGE>
  
  
  
             (2)        That, for the purpose of determining  any liability  under
  the Securities Act of 1933, each such  post-effective  amendment shall be deemed
  to be a new registration  statement  relating to the securities offered therein,
  and the  offering  of such  securities  at that  time  shall be deemed to be the
  initial bona fide offering thereof.
  
             (3)        To remove from  registration by means of a  post-effective
  amendment  any of the  securities  being  registered  which remain unsold at the
  termination of the offering.
  
             (B)        The undersigned registrant hereby undertakes that, for the
  purposes of determining  any liability  under the  Securities Act of 1933,  each
  filing of the  registrant's  annual report  pursuant to Section 13(a) or Section
  15(d) of the Securities  Exchange Act 1934 that is  incorporated by reference in
  the registration  statement shall be deemed to be a new  registration  statement
  relating to the securities offered therein,  and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
             (C)        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 Act and is, therefore, unenforceable. In the event that a claim
  for  indemnification  against  such  liabilities  (other than the payment by the
  registrant of expenses  incurred or paid by a director,  officer or  controlling
  person of the  registrant  in the  successful  defense  of any  action,  suit or
  proceeding)  is  asserted by such  director,  officer or  controlling  person in
  connection with the securities being registered,  the registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling precedent,
  submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
  indemnification  by it is against public policy as expressed in the Act and will
  be governed by the final adjudication of such issue.
  
  
                                        II-4
  
  <PAGE>
  
  
  
                                     SIGNATURES
  
             Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  of the  requirements  for filing on Form S-8 and has duly  caused  this Form S-8
  Registration Statement to be signed on its behalf by the undersigned,  thereunto
  duly authorized, in New York, New York on the 30th day of September, 1996.
  
                                            VOLT INFORMATION SCIENCES, INC.
  
                                            By: /s/William Shaw
                                               ----------------------------
                                            William Shaw, Chairman of the Board,
                                            President and Chief Executive Officer
  
  
                                  POWER OF ATTORNEY
  
             KNOW ALL PERSONS BY THESE PRESENTS,  that each person whose signature
  appears below constitutes and appoints each of Irwin B. Robins, James J. Groberg
  and Jack  Egan  and  each of them  with  power  of  substitution,  as his or her
  attorney-in-fact, in all capacities, to sign any amendments to this registration
  statement  (including  post-effective  amendments)  and to file the  same,  with
  exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
  Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
  said attorney-in-facts or their substitutes may 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 and on the date indicated.
  
  <TABLE>
  
        Signature                    Title                               Date
  
  <S>                                                                          <C>
  /s/William Shaw               Chairman of the Board, President     September 30, 1996
  -------------------------     and Chief Executive and Directors
  William Shaw
  
  
  /s/James J. Groberg           Senior Vice President                September 30, 1996
  -------------------------     (Principal Financial Officer)
  James J. Groberg              and Director                              
  
  
  /s/Jack Egan                  Vice President, Corporate            September 30, 1996
  -------------------------     Accounting (Principal Accounting
  Jack Egan                     Officer)
  
  
  /s/Jerome Shaw                Director                             September 30, 1996
  -------------------------
  Jerome Shaw                               
  
  
  /s/Irwin B. Robins            Director                             September 30, 1996
  -------------------------
  Irwin B. Robins                           
  
  
  -------------------------     Director                             September   , 1996
  Mark N. Kaplan
  
  
  
                                Director                             September   , 1996
  -------------------------
  John R. Torrell, III
  
  </TABLE>
  
                                        II-5
  
  <PAGE>
  
  
  
                                    EXHIBIT INDEX
  
  Exhibit
   Number               Description
   ------               -----------
  
  **4.1             Certificate of Incorporation of the Company, as amended.
  
  **4.2             Bylaws of the Company, as amended.
  
  *5.1              Opinion of Parker Chapin Flattau & Klimpl, LLP
  
  *15.1             Letter re unaudited interim financial information.
  
  *23.1             Consent of Ernst & Young LLP
  
  *23.2             Consent of Parker  Chapin  Flattau & Klimpl,  LLP (included in
                    their opinion filed as Exhibit 5.1)
  
  *24.1             Power  of  Attorney  (see  Page  II-5  of  this   Registration
                    Statement).
  
  *99.1             1995  Volt  Information  Sciences,  Inc.  Non-Qualified  Stock
                    Option Plan.
  
  --------------------
  *          Filed herewith.
  
  **         Incorporated  by reference to the similarly  numbered  exhibit to the
             Company's  Quarterly Report on Form 10-Q for the fiscal quarter ended
             July 29, 1988 (File No. 1-0932).
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "1995 NON-QUALIFIED STOCK OPTION PLAN", "secsgml_size_bytes": 19037}]
metadata_filer: {"company-data": {"conformed-name": "VOLT INFORMATION SCIENCES INC", "cik": "0000103872", "assigned-sic": "7363", "irs-number": "135658129", "state-of-incorporation": "NY", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13369", "film-number": "96638940"}, "business-address": {"street1": "1221 AVENUE OF THE AMERICAS", "city": "NEW YORK", "state": "NY", "zip": "10020", "phone": "2127042400"}, "mail-address": {"street1": "1133 6TH AVENUE", "street2": "24H FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10036"}, "former-company": {"former-conformed-name": "VOLT TECHNICAL CORP", "date-changed": "19680913"}}
text: Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
                                 ------------------
  
                           VOLT INFORMATION SCIENCES, INC.
               (Exact name of registrant as specified in its charter)
  
             NEW YORK                                              13-5658129
  (State or other jurisdiction of                              (I.R.S. Employer
   incorporation or organization)                             Identification No.)
  
      1221 AVENUE OF THE AMERICAS
          NEW YORK, NEW YORK                                       10020-1579
  (Address of Principal Executive Offices)                         (Zip Code)
  
                        1995 NON-QUALIFIED STOCK OPTION PLAN
                              (Full title of the plan)
  
                              HOWARD B. WEINREICH, ESQ.
                           VOLT INFORMATION SCIENCES, INC.
                             1221 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10020-1579
                       (Name and address of agent for service)
  
                                   (212) 704-2400
            (Telephone number, including area code, of agent for service)
  
                                   With a copy to:
  
                               RICHARD A. RUBIN, ESQ.
                         PARKER CHAPIN FLATTAU & KLIMPL, LLP
                             1211 AVENUE OF THE AMERICAS
                                 NEW YORK, NY 10036
                                   (212) 704-6187
  
  APPROXIMATE  DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:  From time to time
  after the effective date of this registration statement.
  
                           CALCULATION OF REGISTRATION FEE
  ---------------------------------------------------------------------------------------------------------
                               Amount to be     Proposed maximum     Proposed maximum      Amount of
  Title of securities          registered(1)    offering             aggregate             registration fee
  to be registered                              price per share      offering price
  ---------------------------------------------------------------------------------------------------------
  Common Stock, par              446,250           $ 27.125(2)        $12,104,531(2)        $4,173.98
  value $.10 per share            31,600           $ 38.125(2)        $  1,204,750(2        $  415.43
                                 322,150           $ 42.50 (3)        $ 13,691,375(3)       $4,721.16
  ---------------------------------------------------------------------------------------------------------
                                                                      $27,000,656           $9,310.57
  ---------------------------------------------------------------------------------------------------------
  (1)   In addition, in accordance with Rule 416 under the Securities Act of 1933,
        this  registration  statement  also  covers such  indeterminate  number of
        shares  as may  become  subject  to  options  under  the Volt  Information
        Sciences,  Inc.  1995  Non-Qualified  Stock Option Plan as a result of the
        anti-dilution adjustment provisions therein.
  
  (2)   Based,  pursuant to  Rule 457(h),  on  the exercise price  of  outstanding
        options.
  
  (3)   Calculated  pursuant to Rule 457(h) using the high and low sales prices of
        the  Company's  Common  Stock as  reported  on the Nasdaq  Stock  Market's
        National  Market  System on  September  30,  1996 with  respect  to shares
        subject to the Plan but not subject to presently outstanding options.
  
  --------------------------------------------------------------------------------
  PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE
  
             The  following  documents  heretofore  filed by the Company  with the
  Securities and Exchange  Commission  (File No. 1-0932) pursuant to Section 13(a)
  of the Securities  Exchange Act of 1934 (the "1934 Act") are incorporated herein
  by  reference:  the Company's (a) Annual Report on Form 10-K for the fiscal year
  ended  November 3, 1995, as amended on Form 10-K/A filed  February 29, 1996, (b)
  the Quarterly  Reports on Form 10-Q for the fiscal  quarters  ended  February 2,
  1996,  May 3, 1996 and August 2, 1996,  (c) Current  Report on Form 8-K (date of
  earliest event  reported)  dated January 29, 1996 as amended on Form 8-K/A dated
  January 29, 1996 and (d) description of the Company's  Common Stock contained in
  the Company's  Registration  Statement on Form 8-A filed on August 7, 1986 under
  the 1934 Act,  including  any  amendment  or report  filed  for the  purpose  of
  updating such description.
  
             All  documents  filed  subsequent  to the  date of this  Registration
  Statement  pursuant to Section 13(a),  13(c), 14 or 15(d) of the 1934 Act, prior
  to the filing of a post-effective  amendment which indicates that all securities
  offered  have been  sold or which  deregisters  all  securities  then  remaining
  unsold,  shall be deemed to be  incorporated  by reference in this  Registration
  Statement and to be a part hereof from the date of the filing of such documents.
  Any statement contained in a document  incorporated or deemed to be incorporated
  herein by reference shall be deemed to be modified or superseded for purposes of
  this Registration  Statement to the extent that a statement  contained herein or
  in any  other  subsequently  filed  document  which  also is or is  deemed to be
  incorporated by reference herein modifies or supersedes such statement.
  
  ITEM 4.    DESCRIPTION OF SECURITIES
  
             Not applicable.
  
  ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL
  
             Not applicable.
  
                                        II-1
  ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
             The New York Business  Corporation Law ("NYBCL")  generally permits a
  corporation to grant other rights to indemnification  through its certificate of
  incorporation  or by-laws,  or by resolution of  shareholders or directors or by
  agreement  to  corporate  officers and  directors  except in  instances  where a
  judgment  or  other  final  adjudication  adverse  to the  officer  or  director
  establishes  that (i) his or her acts  were  committed  in bad faith or were the
  result of active and  deliberate  dishonesty  and were  material to the cause of
  action so adjudicated, or (ii) the officer or director personally gained in fact
  a  financial  profit  or other  advantage  to  which  he or she was not  legally
  entitled.
  
             The Company's Certificate of Incorporation,  as amended,  permits the
  Company to indemnify any officer, director or other person to the fullest extent
  from time to time permitted by law, and provides that, to the extent  consistent
  therewith, the Company shall indemnify any officer,  director or other person to
  the fullest  extent  required by or pursuant to any present or future  by-law of
  the Company,  agreement  approved by the Board of  Directors,  or  resolution of
  shareholders or directors.
  
             In general,  the  Company's  By-Laws  provide that the Company  shall
  indemnify  each  corporate  officer and director (as well as any person  serving
  another entity,  trust or employee benefit plan in any capacity at the Company's
  request)  against  judgments,  fines,  amounts paid in settlement and reasonable
  expenses  incurred in connection  with any action  (including  civil,  criminal,
  investigative  and  actions by or in the right of the  Company or other  entity,
  trust or employee benefit plan) to which the person seeking  indemnification  is
  made or  threatened  to be made a party by  virtue  of  serving  in any of those
  capacities,  except in instances where the NYBCL prohibits  indemnification.  In
  addition to third party claims, the By-Law provision covers actions by or in the
  right of the Company  (commonly  called  derivative  actions),  amounts  paid in
  settlement  and  unsuccessful  defenses  of  derivative  actions,  which are not
  specifically permitted by the NYBCL.
  
             In addition, the Company's Certificate of Incorporation provides that
  directors shall not be liable to the Company or its shareholders for damages for
  any breach of duty as a director,  except for liability a director may have if a
  judgment or other final adjudication  adverse to the director  establishes that:
  (i) the director's  acts or omissions were in bad faith or involved  intentional
  misconduct or a knowing violation of law; (ii) the director personally gained in
  fact a financial profit or other advantage to which the director was not legally
  entitled; or (iii) the director's acts violated NYBCL Section 719 (which imposes
  liability on  transactions  when contrary to NYBCL  provisions).  This provision
  also provides  that if the Company may by law be permitted to further  eliminate
  or limit the personal  liability of directors,  then the liability of a director
  shall,  at such  time,  automatically  be further  eliminated  or limited to the
  fullest extent permitted by law.
  
             As permitted by New York law, the Company maintains certain insurance
  covering the Company's  obligation to indemnify  directors and officers and also
  covering director and officers individually,  subject to certain limitations, in
  instances in which they may not otherwise be indemnified by the Company.
  
  ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED
  
             Not applicable.
  
                                        II-2
  ITEM 8.    EXHIBITS
  
  Exhibit
   Number               Description
   ------               -----------
  
  **4.1             Certificate of Incorporation of the Company, as amended.
  
  **4.2             Bylaws of the Company, as amended.
  
  *5.1              Opinion of Parker Chapin Flattau & Klimpl, LLP
  
  *15.1             Letter re unaudited interim financial information.
  
  *23.1             Consent of Ernst & Young LLP
  
  *23.2             Consent  of  Parker Chapin Flattau & Klimpl,  LLP (included in
                    their opinion filed as Exhibit 5.1)
  
  *24.1             Power of Attorney (see Page II-5 of this Registration
                    Statement).
  
  *99.1             1995  Volt  Information  Sciences,  Inc.  Non-Qualified  Stock
                    Option Plan.
  
  -----------------------
  *          Filed herewith.
  
  **         Incorporated  by reference to the similarly  numbered  exhibit to the
             Company's  Quarterly Report on Form 10-Q for the fiscal quarter ended
             July 29, 1988 (File No. 1-0932).
  
  ITEM 9.    UNDERTAKINGS
  
             (A)        The undersigned registrant hereby undertakes:
  
             (1)        To file,  during any  period in which  offers or sales are
  being made, a post-effective amendment to 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 the
  registration statement;
  
                        (iii)      To  include  any  material   information   with
  respect to the plan of distribution not previously disclosed in the registration
  statement  or any  material  change  to  such  information  in the  registration
  statement;
  
  provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
  information  required  to be  included in a  post-effective  amendment  by those
  paragraphs is contained in periodic reports filed by the registrant  pursuant to
  Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
  incorporated by reference in the registration statement.
  
                                        II-3
  (2)        That, for the purpose of determining  any liability  under
  the Securities Act of 1933, each such  post-effective  amendment shall be deemed
  to be a new registration  statement  relating to the securities offered therein,
  and the  offering  of such  securities  at that  time  shall be deemed to be the
  initial bona fide offering thereof.
  
             (3)        To remove from  registration by means of a  post-effective
  amendment  any of the  securities  being  registered  which remain unsold at the
  termination of the offering.
  
             (B)        The undersigned registrant hereby undertakes that, for the
  purposes of determining  any liability  under the  Securities Act of 1933,  each
  filing of the  registrant's  annual report  pursuant to Section 13(a) or Section
  15(d) of the Securities  Exchange Act 1934 that is  incorporated by reference in
  the registration  statement shall be deemed to be a new  registration  statement
  relating to the securities offered therein,  and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
             (C)        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 Act and is, therefore, unenforceable. In the event that a claim
  for  indemnification  against  such  liabilities  (other than the payment by the
  registrant of expenses  incurred or paid by a director,  officer or  controlling
  person of the  registrant  in the  successful  defense  of any  action,  suit or
  proceeding)  is  asserted by such  director,  officer or  controlling  person in
  connection with the securities being registered,  the registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling precedent,
  submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
  indemnification  by it is against public policy as expressed in the Act and will
  be governed by the final adjudication of such issue.
  
                                        II-4
  SIGNATURES
  
             Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  of the  requirements  for filing on Form S-8 and has duly  caused  this Form S-8
  Registration Statement to be signed on its behalf by the undersigned,  thereunto
  duly authorized, in New York, New York on the 30th day of September, 1996.
  
                                            VOLT INFORMATION SCIENCES, INC.
  
                                            By: /s/William Shaw
                                               ----------------------------
                                            William Shaw, Chairman of the Board,
                                            President and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
             KNOW ALL PERSONS BY THESE PRESENTS,  that each person whose signature
  appears below constitutes and appoints each of Irwin B. Robins, James J. Groberg
  and Jack  Egan  and  each of them  with  power  of  substitution,  as his or her
  attorney-in-fact, in all capacities, to sign any amendments to this registration
  statement  (including  post-effective  amendments)  and to file the  same,  with
  exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
  Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
  said attorney-in-facts or their substitutes may 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 and on the date indicated.
  
        Signature                    Title                               Date
  /s/William Shaw               Chairman of the Board, President     September 30, 1996
  -------------------------     and Chief Executive and Directors
  William Shaw
  
  /s/James J. Groberg           Senior Vice President                September 30, 1996
  -------------------------     (Principal Financial Officer)
  James J. Groberg              and Director                              
  
  /s/Jack Egan                  Vice President, Corporate            September 30, 1996
  -------------------------     Accounting (Principal Accounting
  Jack Egan                     Officer)
  
  /s/Jerome Shaw                Director                             September 30, 1996
  -------------------------
  Jerome Shaw                               
  
  /s/Irwin B. Robins            Director                             September 30, 1996
  -------------------------
  Irwin B. Robins                           
  
  -------------------------     Director                             September   , 1996
  Mark N. Kaplan
  
                                Director                             September   , 1996
  -------------------------
  John R. Torrell, III
  II-5
  EXHIBIT INDEX
  
  Exhibit
   Number               Description
   ------               -----------
  
  **4.1             Certificate of Incorporation of the Company, as amended.
  
  **4.2             Bylaws of the Company, as amended.
  
  *5.1              Opinion of Parker Chapin Flattau & Klimpl, LLP
  
  *15.1             Letter re unaudited interim financial information.
  
  *23.1             Consent of Ernst & Young LLP
  
  *23.2             Consent of Parker  Chapin  Flattau & Klimpl,  LLP (included in
                    their opinion filed as Exhibit 5.1)
  
  *24.1             Power  of  Attorney  (see  Page  II-5  of  this   Registration
                    Statement).
  
  *99.1             1995  Volt  Information  Sciences,  Inc.  Non-Qualified  Stock
                    Option Plan.
  
  --------------------
  *          Filed herewith.
  
  **         Incorporated  by reference to the similarly  numbered  exhibit to the
             Company's  Quarterly Report on Form 10-Q for the fiscal quarter ended
             July 29, 1988 (File No. 1-0932).