<PAGE>
 
    As filed with the Securities and Exchange Commission on January 24, 1997
                                                      Registration No. 333-04349
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549

                             ---------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                             ---------------------

                          TELESPECTRUM WORLDWIDE INC.
             (Exact name of registrant as specified in its charter)
          Delaware                                               23-2845501
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

    443 South Gulph Road
    King of Prussia, PA                                             19406
(Address of principal executive offices)                          (Zip Code)


                          TELESPECTRUM WORLDWIDE INC.
                         1996 EQUITY COMPENSATION PLAN
                            (Full title of the plan)

                          MR. RICHARD C. SCHWENK, JR.
               Senior Vice President and Chief Financial Officer
                          TeleSpectrum Worldwide Inc.
                              443 South Gulph Road
                           King of Prussia, PA  19406
                    (Name and address of agent for service)
                                 (610) 878-7400
         (Telephone number, including area code, of agent for service)

                            -----------------------
                         Copy of all communications to:
                            STEPHEN M. GOODMAN, ESQ.
                          Morgan, Lewis & Bockius LLP
                             2000 One Logan Square
                            Philadelphia, PA  19103
                                 (215) 963-5086

                        CALCULATION OF REGISTRATION FEE

<TABLE> 
<CAPTION> 

================================================================================
                                         Proposed                              
                                          maximum     Proposed                 
                                         offering     maximum                  
                             Amount to     price     aggregate      Amount of 
    Title of securities          be         per       offering    registration
     to be registered        registered  share (1)   price (1)         fee     
--------------------------------------------------------------------------------
<S>                          <C>         <C>        <C>           <C>
Common Stock,                2,300,000   ($17.325)  $39,847,500      ($13,282)
without par value              shares
================================================================================
</TABLE>

(1)  Estimated pursuant to paragraph (h) of Rule 457 solely for the purpose of
     calculating the registration fee, based upon the average of the reported
     high and low sales prices for a share of Common Stock on January 20, 1997
     as reported on the Nasdaq National Market.
<PAGE>
 
               This Registration Statement on Form S-8 (the "Registration
     Statement") filed by TeleSpectrum Worldwide Inc. (the "Registrant") relates
     to 2,300,000 shares (the "Shares") of the Registrant's Common Stock, par
     value $.01 per share, (the "Common Stock") and issuable pursuant to the
     TeleSpectrum Worldwide Inc. 1996 Equity Compensation Plan (the "Plan").

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents by Reference.
              --------------------------------------- 

               The following documents, as filed by the Registrant with the
     Securities and Exchange Commission (the "Commission"), are incorporated by
     reference in this Registration Statement:

               (a)   The Registrant's Current Report on Form 8-K/A, filed by the
     Registrant with the Commission on January 13, 1997;

               (b)   The Registrant's Quarterly Report on Form 10-Q for the
     period ended September 30, 1996, filed by the Registrant with the
     Commission on November 14, 1996;

               (c)   The final prospectus filed on August 8, 1996 (the
         "Prospectus") pursuant to Rule 424(b) under the Securities Act of 1933,
         as amended;

               (d)   The Registrant's 1996 Equity Compensation Plan, attached as
     Exhibit 10.18 of the Registration Statement on Form S-1, filed on August 7,
     1996; and

               (e)   The description of the Common Stock of the Registrant set
         forth on the Registration Statement on Form 8-A, filed by the
         Registrant with the Commission on July 30, 1996 to register the Common
         Stock under the Securities Exchange Act of 1934.

               All documents filed by the Registrant pursuant to Section 13(a),
     13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
     Statement and prior to the filing of a post-effective amendment to this
     Registration Statement which indicates that all securities offered hereby
     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 filing of such
     documents.  Any statement contained in a document incorporated by reference
     herein shall be deemed to be modified or superseded for purposes hereof to
     the extent that a statement contained herein (or in any other subsequently
     filed document which also is incorporated by reference herein) modifies or
     supersedes such statement.  Any statement so modified or superseded shall
     not be deemed to constitute a part hereof except as so modified or
     superseded.

     Item 4.  Description of Securities.
              ------------------------- 

                 Not applicable.

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

               The financial statements of the Registrant as of June 30, 1996
     and for the period from inception (April 26, 1996) to June 30, 1996
     included in the Prospectus have been audited by Arthur Andersen LLP,
     independent public accounts, 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 giving said report.

               The financial statements of SOMAR, Inc., Harris Direct Marketing,
     Inc. and Harris Fulfillment, Inc., and The Reich Group Companies as of
     December 31, 1994 and 1995 and for each of the three years in the period
     ended December 31, 1995 included in the Prospectus have been audited by
     Arthur Andersen

                                       1
<PAGE>
 
     LLP, independent public accounts, as indicated in their reports with
     respect thereto, and are incorporated by reference herein in reliance upon
     the authority of said firm as experts in giving said report.

               The financial statements of NBG Services, Inc., as of December
     30, 1994 and December 29, 1995 and for each of the three fiscal years in
     the period ended December 29, 1995 included in the Prospectus have been
     audited by Arthur Andersen LLP, independent public accountants, as
     indicated in their reports with respect thereto, and are incorporated by
     reference herein in reliance upon the authority of said firm as experts in
     giving said report.

               The financial statements of The Response Center, Inc. and The Tab
     House, Inc., as of September 30, 1994 and 1995 and for each of the two
     years in the period ended September 30, 1995 included in the Prospectus
     have been audited by Arthur Andersen LLP, independent public accounts, 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
     giving said report.

               The financial statements of TeleSpectrum, Inc. and TeleSpectrum
     Training Services, Inc., as of and for the year ended December 31, 1995
     included in the Prospectus have been audited by Arthur Andersen 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 giving said report.

               The financial statements of TARP, Inc. and Affiliates as of
     December 31, 1994 and 1995 and for each of the three years in the period
     ended December 31, 1995 included in the Registration Statement on Form 
     8-K/A have been audited by Arthur Andersen 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 giving said report.

     Item 6.  Indemnification of Directors and Officers.
              ----------------------------------------- 

               Section 145 of the General Corporation Law of the State of
     Delaware (the "DGCL") grants to a corporation the power to indemnify any
     person who was or is a party or is threatened to be made a party to any
     threatened, pending or completed action, suit or proceeding by reason of
     the fact that he is or was a director, officer, employee or agent of the
     Company.

               As permitted by the DGCL, the Company's Restated Certificate of
     Incorporation provides that directors of the Company shall not be
     personally liable to the Company or its stockholders for monetary damages
     for breach of fiduciary duty as a director, except for liability (i) for
     any breach of the director's duty of loyalty to the Company or its
     stockholders, (ii) for acts or omissions not in good faith or which involve
     intentional misconduct or a knowing violation of law, (iii) under Section
     174 of the DGCL, relating to prohibited dividends or distributions or the
     repurchase or redemption of stock, or (iv) for any transaction from which
     the director derives an improper personal benefit.

               While these provisions provide directors with protection from
     awards for monetary damages for breaches of their duty of care, they do not
     eliminate such duty.  Accordingly, these provisions will have no effect on
     the availability of equitable remedies such as an injunction or rescission
     based on a director's breach of his or her duty of care.  The provisions
     described above apply to an officer of a corporation only if he or she is a
     director of such corporation and is acting in his or her capacity as
     director, and do not apply to officers of the corporation who are not
     directors.

               The Company's By-laws contained provisions for indemnification of
     directors, officers and employees which are substantially the same as
     Section 145 of the DGCL and also permit the Company to purchase insurance
     on behalf of any such person against any liability asserted against such
     person and incurred by such person in any such capacity, or arising out of
     such person's status as such, whether or not the Company would have the
     power to indemnify such person against such liability under the foregoing
     provision of the Company's By-laws.  The Company has purchased directors
     and officers insurance.

                                       2
<PAGE>
 
     Item 7.  Exemption from Registration Claimed.
              ----------------------------------- 

                 Not applicable.

     Item 8.  Exhibits.
              -------- 

                 The exhibits filed as part of this Registration Statement are
     as follows:


     Exhibit
     Number                     Exhibit
     ------                     -------

      5.1        Opinion of Morgan, Lewis & Bockius LLP

      23.1       Consent of Arthur Andersen LLP

      23.2       Consent of Arthur Andersen LLP

      23.3       Consent of Arthur Andersen LLP

      23.4       Consent of Morgan, Lewis & Bockius LLP (included in 
                 Exhibit 5.1)


     Item 9.  Undertakings.
              ------------ 

                 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; and

                                (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 subparagraphs (a)(1)(i) and
     (a)(1)(ii) of this section do not apply if the information required to be
     included in a post-effective amendment by those subparagraphs 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.

                        (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 that remain
     unsold at the termination of the offering.

               The undersigned Registrant hereby undertakes that, for the
     purpose 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 of 1934 (and each filing of an
     employee benefit plan's annual report pursuant to Section 15(d) of the
     Securities Exchange Act of 1934) that is incorporated by reference in this

                                       3
<PAGE>
 
     registration statement shall be deemed to be a new registration statement
     relating to the securities offered herein and the offering of such
     securities at that time shall be deemed to be the initial bona fide
     offering thereof.

               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.

                           [signatures on next page]

                                       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 Registration Statement to be signed on its behalf by the undersigned,
     thereunto duly authorized, in King of Prussia, Pennsylvania, on the 23nd
     day of January, 1997.

                                TELESPECTRUM WORLDWIDE INC.


                                By:   /s/ J. Brian O'Neill
                                      -----------------------------------------
                                      J. BRIAN O'NEILL
                                      Chairman of the Board, Chief Executive
                                      Officer (Principal Executive Officer) 
                                      and Director


               KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
     directors and officers of the Registrant hereby constitutes and appoints
     Michael C. Boyd and Richard C. Schwenk, Jr., and either of them standing
     alone, his true and lawful attorney-in-fact and agent, for him and in his
     name, place and stead, in any and all capacities, to sign one or more
     amendments to this Registration Statement on Form S-8 under the Securities
     Act of 1933, including post-effective amendments and other related
     documents, and to file the same with the Securities and Exchange Commission
     under said Act, hereby granting power and authority to do and perform any
     and all acts and things requisite and necessary to be done in and about the
     premises, as fully as to all intents and purposes as he might or could do
     in person, hereby ratifying and confirming all that said attorneys-in-fact
     and agents may lawfully do or cause to be done by virtue hereof.

               Pursuant to the requirements of the Securities Act 1933, this
     Registration Statement has been signed below by the following persons in
     the capacities and on the date indicated.

<TABLE>
<CAPTION>
 
         Signature                       Capacity                     Date
         ---------                       --------                     ----      
<S>                          <C>                                <C>
/s/ J. Brian O'Neill         Chairman of the Board,             January 23, 1997
---------------------------  Chief Executive Officer
J. Brian O'Neill             (Principal Executive Officer)
                             and Director
 
/s/ Richard C. Schwenk, Jr.  Senior Vice President and          January 23, 1997
---------------------------  Chief Financial Officer
Richard C. Schwenk, Jr.      (Principal Financial and
                             Accounting Officer)
 
/s/ Michael C. Boyd          Director                           January 23, 1997
---------------------------
Michael C. Boyd
 
/s/ William F. Rhatigan      President of TeleMarketing Group   January 23, 1997
---------------------------  and Director
William F. Rhatigan
</TABLE>

                                       5
<PAGE>
 
/s/ Richard W. Virtue        Director                          January 23, 1997 
---------------------------  
Richard W. Virtue
 
/s/ Kevin E. Walsh           Director                          January 23, 1997 
---------------------------
Kevin E. Walsh

                                       6
<PAGE>
 
                               INDEX TO EXHIBITS



                                                                    Sequentially
     Exhibit                                                           Numbered
     Number                     Exhibit                                  Page
     ------                     -------                                  ---- 
     
     

      5.1        Opinion of Morgan, Lewis & Bockius LLP

      23.1       Consent of Arthur Andersen LLP

      23.2       Consent of Arthur Andersen LLP

      23.3       Consent of Arthur Andersen LLP

      23.4       Consent of Morgan, Lewis & Bockius LLP (included in 
                 Exhibit 5.1)

                                       7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21212}]
{"company-data": {"conformed-name": "TELESPECTRUM WORLDWIDE INC", "cik": "0001014960", "assigned-sic": "7389", "irs-number": "232845501", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-20493", "film-number": "97511621"}, "business-address": {"street1": "443 SOUTH GULPH RD", "city": "KING OF PRUSSIA", "state": "PA", "zip": "19406", "phone": "6109625140"}, "mail-address": {"street1": "443 SOUTH GULPH RD", "city": "KING OF PRUSSIA", "state": "PA", "zip": "19406"}}
As filed with the Securities and Exchange Commission on January 24, 1997
                                                      Registration No. 333-04349
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549

                             ---------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                             ---------------------

                          TELESPECTRUM WORLDWIDE INC.
             (Exact name of registrant as specified in its charter)
          Delaware                                               23-2845501
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

    443 South Gulph Road
    King of Prussia, PA                                             19406
(Address of principal executive offices)                          (Zip Code)

                          TELESPECTRUM WORLDWIDE INC.
                         1996 EQUITY COMPENSATION PLAN
                            (Full title of the plan)

                          MR. RICHARD C. SCHWENK, JR.
               Senior Vice President and Chief Financial Officer
                          TeleSpectrum Worldwide Inc.
                              443 South Gulph Road
                           King of Prussia, PA  19406
                    (Name and address of agent for service)
                                 (610) 878-7400
         (Telephone number, including area code, of agent for service)

                            -----------------------
                         Copy of all communications to:
                            STEPHEN M. GOODMAN, ESQ.
                          Morgan, Lewis & Bockius LLP
                             2000 One Logan Square
                            Philadelphia, PA  19103
                                 (215) 963-5086

                        CALCULATION OF REGISTRATION FEE
================================================================================
                                         Proposed                              
                                          maximum     Proposed                 
                                         offering     maximum                  
                             Amount to     price     aggregate      Amount of 
    Title of securities          be         per       offering    registration
     to be registered        registered  share (1)   price (1)         fee     
--------------------------------------------------------------------------------
Common Stock,                2,300,000   ($17.325)  $39,847,500      ($13,282)
without par value              shares
================================================================================
(1)  Estimated pursuant to paragraph (h) of Rule 457 solely for the purpose of
     calculating the registration fee, based upon the average of the reported
     high and low sales prices for a share of Common Stock on January 20, 1997
     as reported on the Nasdaq National Market.
This Registration Statement on Form S-8 (the "Registration
     Statement") filed by TeleSpectrum Worldwide Inc. (the "Registrant") relates
     to 2,300,000 shares (the "Shares") of the Registrant's Common Stock, par
     value $.01 per share, (the "Common Stock") and issuable pursuant to the
     TeleSpectrum Worldwide Inc. 1996 Equity Compensation Plan (the "Plan").

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents by Reference.
              --------------------------------------- 

               The following documents, as filed by the Registrant with the
     Securities and Exchange Commission (the "Commission"), are incorporated by
     reference in this Registration Statement:

               (a)   The Registrant's Current Report on Form 8-K/A, filed by the
     Registrant with the Commission on January 13, 1997;

               (b)   The Registrant's Quarterly Report on Form 10-Q for the
     period ended September 30, 1996, filed by the Registrant with the
     Commission on November 14, 1996;

               (c)   The final prospectus filed on August 8, 1996 (the
         "Prospectus") pursuant to Rule 424(b) under the Securities Act of 1933,
         as amended;

               (d)   The Registrant's 1996 Equity Compensation Plan, attached as
     Exhibit 10.18 of the Registration Statement on Form S-1, filed on August 7,
     1996; and

               (e)   The description of the Common Stock of the Registrant set
         forth on the Registration Statement on Form 8-A, filed by the
         Registrant with the Commission on July 30, 1996 to register the Common
         Stock under the Securities Exchange Act of 1934.

               All documents filed by the Registrant pursuant to Section 13(a),
     13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
     Statement and prior to the filing of a post-effective amendment to this
     Registration Statement which indicates that all securities offered hereby
     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 filing of such
     documents.  Any statement contained in a document incorporated by reference
     herein shall be deemed to be modified or superseded for purposes hereof to
     the extent that a statement contained herein (or in any other subsequently
     filed document which also is incorporated by reference herein) modifies or
     supersedes such statement.  Any statement so modified or superseded shall
     not be deemed to constitute a part hereof except as so modified or
     superseded.

     Item 4.  Description of Securities.
              ------------------------- 

                 Not applicable.

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

               The financial statements of the Registrant as of June 30, 1996
     and for the period from inception (April 26, 1996) to June 30, 1996
     included in the Prospectus have been audited by Arthur Andersen LLP,
     independent public accounts, 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 giving said report.

               The financial statements of SOMAR, Inc., Harris Direct Marketing,
     Inc. and Harris Fulfillment, Inc., and The Reich Group Companies as of
     December 31, 1994 and 1995 and for each of the three years in the period
     ended December 31, 1995 included in the Prospectus have been audited by
     Arthur Andersen

                                       1
LLP, independent public accounts, as indicated in their reports with
     respect thereto, and are incorporated by reference herein in reliance upon
     the authority of said firm as experts in giving said report.

               The financial statements of NBG Services, Inc., as of December
     30, 1994 and December 29, 1995 and for each of the three fiscal years in
     the period ended December 29, 1995 included in the Prospectus have been
     audited by Arthur Andersen LLP, independent public accountants, as
     indicated in their reports with respect thereto, and are incorporated by
     reference herein in reliance upon the authority of said firm as experts in
     giving said report.

               The financial statements of The Response Center, Inc. and The Tab
     House, Inc., as of September 30, 1994 and 1995 and for each of the two
     years in the period ended September 30, 1995 included in the Prospectus
     have been audited by Arthur Andersen LLP, independent public accounts, 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
     giving said report.

               The financial statements of TeleSpectrum, Inc. and TeleSpectrum
     Training Services, Inc., as of and for the year ended December 31, 1995
     included in the Prospectus have been audited by Arthur Andersen 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 giving said report.

               The financial statements of TARP, Inc. and Affiliates as of
     December 31, 1994 and 1995 and for each of the three years in the period
     ended December 31, 1995 included in the Registration Statement on Form 
     8-K/A have been audited by Arthur Andersen 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 giving said report.

     Item 6.  Indemnification of Directors and Officers.
              ----------------------------------------- 

               Section 145 of the General Corporation Law of the State of
     Delaware (the "DGCL") grants to a corporation the power to indemnify any
     person who was or is a party or is threatened to be made a party to any
     threatened, pending or completed action, suit or proceeding by reason of
     the fact that he is or was a director, officer, employee or agent of the
     Company.

               As permitted by the DGCL, the Company's Restated Certificate of
     Incorporation provides that directors of the Company shall not be
     personally liable to the Company or its stockholders for monetary damages
     for breach of fiduciary duty as a director, except for liability (i) for
     any breach of the director's duty of loyalty to the Company or its
     stockholders, (ii) for acts or omissions not in good faith or which involve
     intentional misconduct or a knowing violation of law, (iii) under Section
     174 of the DGCL, relating to prohibited dividends or distributions or the
     repurchase or redemption of stock, or (iv) for any transaction from which
     the director derives an improper personal benefit.

               While these provisions provide directors with protection from
     awards for monetary damages for breaches of their duty of care, they do not
     eliminate such duty.  Accordingly, these provisions will have no effect on
     the availability of equitable remedies such as an injunction or rescission
     based on a director's breach of his or her duty of care.  The provisions
     described above apply to an officer of a corporation only if he or she is a
     director of such corporation and is acting in his or her capacity as
     director, and do not apply to officers of the corporation who are not
     directors.

               The Company's By-laws contained provisions for indemnification of
     directors, officers and employees which are substantially the same as
     Section 145 of the DGCL and also permit the Company to purchase insurance
     on behalf of any such person against any liability asserted against such
     person and incurred by such person in any such capacity, or arising out of
     such person's status as such, whether or not the Company would have the
     power to indemnify such person against such liability under the foregoing
     provision of the Company's By-laws.  The Company has purchased directors
     and officers insurance.

                                       2
Item 7.  Exemption from Registration Claimed.
              ----------------------------------- 

                 Not applicable.

     Item 8.  Exhibits.
              -------- 

                 The exhibits filed as part of this Registration Statement are
     as follows:

     Exhibit
     Number                     Exhibit
     ------                     -------

      5.1        Opinion of Morgan, Lewis & Bockius LLP

      23.1       Consent of Arthur Andersen LLP

      23.2       Consent of Arthur Andersen LLP

      23.3       Consent of Arthur Andersen LLP

      23.4       Consent of Morgan, Lewis & Bockius LLP (included in 
                 Exhibit 5.1)

     Item 9.  Undertakings.
              ------------ 

                 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; and

                                (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 subparagraphs (a)(1)(i) and
     (a)(1)(ii) of this section do not apply if the information required to be
     included in a post-effective amendment by those subparagraphs 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.

                        (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 that remain
     unsold at the termination of the offering.

               The undersigned Registrant hereby undertakes that, for the
     purpose 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 of 1934 (and each filing of an
     employee benefit plan's annual report pursuant to Section 15(d) of the
     Securities Exchange Act of 1934) that is incorporated by reference in this

                                       3
registration statement shall be deemed to be a new registration statement
     relating to the securities offered herein and the offering of such
     securities at that time shall be deemed to be the initial bona fide
     offering thereof.

               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.

                           [signatures on next page]

                                       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 Registration Statement to be signed on its behalf by the undersigned,
     thereunto duly authorized, in King of Prussia, Pennsylvania, on the 23nd
     day of January, 1997.

                                TELESPECTRUM WORLDWIDE INC.

                                By:   /s/ J. Brian O'Neill
                                      -----------------------------------------
                                      J. BRIAN O'NEILL
                                      Chairman of the Board, Chief Executive
                                      Officer (Principal Executive Officer) 
                                      and Director

               KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
     directors and officers of the Registrant hereby constitutes and appoints
     Michael C. Boyd and Richard C. Schwenk, Jr., and either of them standing
     alone, his true and lawful attorney-in-fact and agent, for him and in his
     name, place and stead, in any and all capacities, to sign one or more
     amendments to this Registration Statement on Form S-8 under the Securities
     Act of 1933, including post-effective amendments and other related
     documents, and to file the same with the Securities and Exchange Commission
     under said Act, hereby granting power and authority to do and perform any
     and all acts and things requisite and necessary to be done in and about the
     premises, as fully as to all intents and purposes as he might or could do
     in person, hereby ratifying and confirming all that said attorneys-in-fact
     and agents may lawfully do or cause to be done by virtue hereof.

               Pursuant to the requirements of the Securities Act 1933, this
     Registration Statement has been signed below by the following persons in
     the capacities and on the date indicated.
Signature                       Capacity                     Date
         ---------                       --------                     ----
/s/ J. Brian O'Neill         Chairman of the Board,             January 23, 1997
---------------------------  Chief Executive Officer
J. Brian O'Neill             (Principal Executive Officer)
                             and Director
 
/s/ Richard C. Schwenk, Jr.  Senior Vice President and          January 23, 1997
---------------------------  Chief Financial Officer
Richard C. Schwenk, Jr.      (Principal Financial and
                             Accounting Officer)
 
/s/ Michael C. Boyd          Director                           January 23, 1997
---------------------------
Michael C. Boyd
 
/s/ William F. Rhatigan      President of TeleMarketing Group   January 23, 1997
---------------------------  and Director
William F. Rhatigan
5
/s/ Richard W. Virtue        Director                          January 23, 1997 
---------------------------  
Richard W. Virtue
 
/s/ Kevin E. Walsh           Director                          January 23, 1997 
---------------------------
Kevin E. Walsh

                                       6
INDEX TO EXHIBITS

                                                                    Sequentially
     Exhibit                                                           Numbered
     Number                     Exhibit                                  Page
     ------                     -------                                  ---- 
     
     

      5.1        Opinion of Morgan, Lewis & Bockius LLP

      23.1       Consent of Arthur Andersen LLP

      23.2       Consent of Arthur Andersen LLP

      23.3       Consent of Arthur Andersen LLP

      23.4       Consent of Morgan, Lewis & Bockius LLP (included in 
                 Exhibit 5.1)

                                       7