As filed with the Securities and Exchange Commission on December 24, 1996.

                                                           File No. 33-_______
================================================================================

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

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

                                COMPSCRIPT, INC.
               (Exact name of issuer as specified in its charter)

                  Florida                                      65-0506539
     (State or other jurisdiction                          (I.R.S. Employer
    of incorporation or organization)                     Identification No.)

        1225 Broken Sound Parkway N.W.
                Suite A
           Boca Raton, Florida                                    33481
   (Address of principal executive offices)                    (Zip Code)
                                 _______________

          CONSULTING AND ACQUISITION MANAGEMENT AGREEMENT WITH ADVISOR
                            (Full title of the plan)
                                 _______________

                            Brian A. Kahan, President
                         1225 Broken Sound Parkway N.W.
                                     Suite A
                            Boca Raton, Florida 33481
                          Telephone No.: (407) 994-8585
                     (Name and address of agent for service)

                                    Copy to:

                             Joel D. Mayersohn, Esq.
                      Atlas, Pearlman, Trop & Borkson, P.A.
                     200 East Las Olas Boulevard, Suite 1900
                            Fort Lauderdale, FL 33301
                                 (954) 763-1200
                                 _______________







<PAGE>



                         CALCULATION OF REGISTRATION FEE
================================================================================
                                         Proposed     Proposed
                                         maximum      maximum
                                         offering     aggregate    Amount of
Title of securities     Amount to be     price per    offering     registration
 to be registered       registered(1)    share(1)     price(1)     fee (1)
================================================================================

Common Stock
($.0001 par value)      60,000 shares    $10.0625     $603,750      $182.95


(1)   Estimated   solely  for  the  purpose  of  computing  the  amount  of  the
      registration  fee in accordance  with Rule 451(c) under the Securities Act
      of 1933,  as amended  (the  "Securities  Act") based on the average of the
      high and low bid price for the Common Stock, $.0001 per share (the "Common
      Stock") as reported by NASDAQ on December 19, 1996.

































                                      2


<PAGE>



                               COMPSCRIPT, INC.

        CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K


            Form S-8 Item Number
                and Caption                         Caption in Prospectus
            --------------------                    ---------------------
                                 
 1.   Forepart of Registration State-               Facing Page of Registration
      ment and Outside Front Cover                  Statement and Cover Page of
      Page of Prospectus                            Prospectus
                                            
 2.   Inside Front and Outside Back                 Inside Cover Page of Pro-
      Cover Pages of Prospectus                     spectus and Outside Cover
                                                    Page of Prospectus
                                            
 3.   Summary Information, Risk Fac-                Not Applicable
      tors and Ratio of Earnings to         
      Fixed Charges                         
                                            
 4.   Use of Proceeds                               Not Applicable
                                            
 5.   Determination of Offering Price               Not Applicable
                                            
 6.   Dilution                                      Not Applicable
                                            
 7.   Selling Security Holders                      Sales by Selling Security
                                                    Holders
                                            
 8.   Plan of Distribution                          Cover Page of Prospectus
                                                    and Sales by Selling
                                                    Security Holders
                                            
 9.   Description of Securities to be               Description of Securities;
      Registered                                    Consulting Agreements
                                            
10.   Interests of Named Experts and                Legal Matters
      Counsel                               
                                            
11.   Material Changes                              Not Applicable
                                            
12.   Incorporation of Certain Infor-               Incorporation of Certain
      mation by Reference                           Documents by Reference
                                            
13.   Disclosure of Commission Posi-                Indemnification of Direc-
      tion on Indemnification for                   tors and Officers; Under-
      Securities Act Liabilities                    takings
                                            
                                            
                                            
                                        
                                        3


<PAGE>



PROSPECTUS
                                COMPSCRIPT, INC.

                          60,000 Shares of Common Stock
                               ($.0001 par value)

                   Issued Pursuant to the Company's Agreement
                        with Shulman & Associates, Inc.,

      This Prospectus is part of a Registration Statement which registers 60,000
shares of Common Stock,  $.0001 par value (such shares being  referred to as the
"Shares"),  of  CompScript,  Inc. (the "Company" or  "Compscript")  which may be
issued, as set forth herein, to Shulman & Associates,  Inc., a consultant to the
Company  ("Shulman")  pursuant to a written  consulting  agreement (the "Shulman
Consulting  Agreement") providing for the issuance of 60,000 Shares. Shulman may
be referred to as the "Consultant," and the Shulman Consulting  Agreement may be
referred to as the "Agreement." In addition, the Consultant,  in its capacity as
a selling  shareholder,  may sometimes  hereafter be referred to as the "Selling
Security Holder." All of the Shares are being issued to the Consultant  pursuant
to a written  agreement.  The Company has been  advised by the Selling  Security
Holder  that it may sell all or a portion of the Shares from time to time in the
over-the-counter market, in negotiated transactions, directly or through brokers
or otherwise,  and that such Shares will be sold at market prices  prevailing at
the time of such sales or at negotiated prices, and the Company will not receive
any proceeds from such sales.

      No person has been authorized by the Company to give any information or to
make any representation other than as contained in this Prospectus, and if given
or made, such  information or  representation  must not be relied upon as having
been authorized by the Company.  Neither the delivery of this Prospectus nor any
distribution of the Shares issuable under the terms of the Consulting  Agreement
shall,  under any  circumstances,  create any implication that there has been no
change in the affairs of the Company since the date hereof.
                                ________________

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

      THIS  PROSPECTUS  DOES NOT  CONSTITUTE AN OFFER TO SELL  SECURITIES IN ANY
STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.

               The date of this Prospectus is December ___, 1996.








                                        4


<PAGE>


                             AVAILABLE INFORMATION

      The Company is subject to the informational requirements of the Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in  accordance
therewith,  files  reports,  proxy  statements  and other  information  with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other  information  filed with the Commission can be inspected and copied at
the public  reference  facilities of the  Commission at 450 Fifth Street,  N.W.,
Washington,  D.C.  20549.  Copies  of this  material  can  also be  obtained  at
prescribed  rates from the Public  Reference  Section of the  Commission  at its
principal  office  at 450  Fifth  Street,  N.W.,  Washington,  D.C.  20549.  The
Company's  Common Stock is traded on the NASDAQ SmallCap Market under the symbol
"CPRX."  Electronic  Reports and other  information found through the Electronic
Data Gathering,  Analysis & Retrieval System are probably  available through the
Commission's website (http://www.sec.gov.).

      The Company has filed with the Commission a Registration Statement on Form
S-8 (the "Registration  Statement") under the Securities Act of 1933, as amended
(the  "Act"),  with  respect to the resale of up to an aggregate of up to 60,000
shares of the Company's Common Stock, to be issued to Consultants of the Company
pursuant  to  written  agreements.  This  Prospectus,  which  is  Part  I of the
Registration Statement,  omits certain information contained in the Registration
Statement. For further information with respect to the Company and the shares of
the  Common  Stock  offered  by  this  Prospectus,  reference  is  made  to  the
Registration  Statement,  including  the exhibits  thereto.  Statements  in this
Prospectus as to any document are not necessarily  complete,  and where any such
document  is an exhibit to the  Registration  Statement  or is  incorporated  by
reference  herein,  each such  statement  is  qualified  in all  respects by the
provisions of such exhibit or other document, to which reference is hereby made,
for a full  statement  of the  provisions  thereof.  A copy of the  Registration
Statement,  with  exhibits,  may be  obtained  from the  Commission's  office in
Washington,  D.C. (at the above address) upon payment of the fees  prescribed by
the rules and regulations of the Commission, or examined there without charge.


                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The  following  documents  filed by the Company  with the  Securities  and
Exchange Commission are incorporated herein by reference and made a part hereof:

      (a) The Company's Annual Report on Form 10-KSB and 10-KSB/A for the fiscal
year ended December 31, 1995.










                                        5


<PAGE>



      (b) The  Company's  Quarterly  Reports on Form  10-QSB  for the  quarterly
period ended March 31, 1996, June 30, 1996 and September 30, 1996.

      (c) The  Company's  Transition  Report on Form  10-KSB for the period from
September 30, 1995 to December 31, 1995.

      (d) The  Company's  current  reports  on Form 8-K dated  January  3, 1996,
February 26, 1996,  February 29,  1996,  March 6, 1996,  May 10, 1996,  June 14,
1996, June 24, 1996, July 2, 1996, August 1, 1996 and August 30, 1996.

      (e) All reports and documents filed by the Company pursuant to Section 13,
14 or  15(d)  of the  Exchange  Act,  prior to the  filing  of a  post-effective
amendment 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  herein and to be a part hereof from the  respective
date of filing of such documents. Any statement incorporated by reference herein
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  modified or superseded
shall not be deemed, except as so modified or superseded,  to constitute part of
this Prospectus.

      The Company  hereby  undertakes to provide  without charge to each person,
including  any  beneficial  owner,  to whom a copy of the  Prospectus  has  been
delivered,  on the written or oral request of any such person,  a copy of any or
all of the documents referred to above which have been or may be incorporated by
reference in this  Prospectus,  other than exhibits to such  documents.  Written
requests for such copies should be directed to Corporate Secretary,  CompScript,
Inc., 1225 Broken Sound Parkway N.W., Suite A, Boca Raton, Florida 33481.






















                                        6


<PAGE>



                                  THE COMPANY

General
-------

Business of CompScript, Inc.

      CompScript is a  comprehensive  provider of pharmacy  management  services
equipped to both lower costs and improve the quality of care.  CompScript offers
a broad range of pharmacy,  infusion therapy,  consulting services,  mail order,
and pharmacy benefit claim  administration  to managed care networks,  long-term
and subacute care facilities,  home health  patients,  and recipients of managed
care.   CompScript's   proprietary  pharmacy  management   capabilities  combine
sophisticated  clinical tools with the latest technologies in databases and drug
profiles.  CompScript's network of participating  retail pharmacies,  along with
electronic on-line  adjudication system and a mail service dispensing  facility,
allow  CompScript  to  offer  a fully  integrated  pharmacy  benefit  management
program. CompScript's operations consist of the following:

      Institutional  Pharmacy:  CompScript  purchases,  repackages and dispenses
prescription and non-prescription medication in accordance with physician orders
and  delivers  such  prescriptions  at least daily to the nursing  facility  for
administration  to  individual   patients  by  the  facility's   nursing  staff.
CompScript  typically  services  nursing  homes within a 150-mile  radius of its
pharmacy locations.  CompScript maintains a 24-hour,  on-call pharmacist service
365 days per year for emergency dispensing and delivery or for consultation with
the facility's staff or attending physician.

      Consultant Pharmacist Services:  CompScript provides consultant pharmacist
services  which help  clients  comply with such  federal  and state  regulations
applicable to nursing homes. Consultant pharmacists work on a proprietary laptop
program to offer  institutions  patient  specific  clinical  data.  The services
offered by  CompScript's  consultant  pharmacists  include:  (i)  comprehensive,
monthly  drug  regimen  reviews for each  patient in the  facility to assess the
appropriateness  and  efficacy  of drug  therapies,  including  a review  of the
patient's  medical  records,  monitoring  drug reactions to other drugs or food,
monitoring lab results and  recommending  alternate  therapies or  discontinuing
unnecessary drugs; (ii) participation on the Pharmacy and Therapeutics,  Quality
Assurance and other committees of client nursing  facilities as well as periodic
involvement in staff meetings;  (iii) monthly inspection of medication carts and
storage rooms; (iv) monitoring and monthly reporting on facility-wide drug usage
and drug administration  systems and practices;  (v) development and maintenance
of  pharmaceutical  policy and procedures  manuals;  and (vi)  assistance to the
nursing facility in complying with state and federal regulations as they pertain
to patient care.








                                        7


<PAGE>



      ANCILLARY  SERVICES:  CompScript  also  provides  ancillary  products  and
services to nursing facilities, as follows:

      CompScript  provides  infusion therapy support services for such residents
in its client nursing facilities and, to a lesser extent,  hospice and home care
patients.  Infusion  therapy  consists of the product (a  nutrient,  antibiotic,
chemotherapy or other drugs in solution) and the intravenous  administration  of
the product.

      HOME  INFUSION  THERAPY  SERVICES:  CompScript  has  established  a  Joint
Commission on Accreditation  ("JCAHO") accredited home infusion company to serve
homebound  patients.  CompScript offers outcomes  management with an emphasis on
diagnosis of level of severity,  specialized management reporting, and statewide
coverage,  which  makes  CompScript  particularly  attractive  to  managed  care
companies. CompScript offers managed care companies a full continuum of coverage
for their  clients,  from hospitals to subacute units to LTC facilities to their
homes.

      PHARMACY  BENEFIT  MANAGEMENT  SERVICES:  The Company's  pharmacy  benefit
management   ("PBM")   service  is  the  systematic   management  of  outpatient
prescription  drug usage to foster high quality,  cost-effective  pharmaceutical
care through the  application  of managed care  principles  and  development  of
information  technologies.  PBM  services  consist  of retail  pharmacy  network
administration,  except  in the  Long  Term  Care  Pharmacy  Network;  formulary
administration;  electronic  point-of-sale  claims processing,  drug utilization
review ("DUR");  mail pharmacy  service;  and benefit plan design  consultation.
Advanced PBM services include the development of advanced  formulary  compliance
and therapeutic substitution programs; therapy management services such as prior
authorization,   therapy  guidelines,   step  therapy  protocols,   and  disease
management interventions, and sophisticated management information reporting and
analytic services.

      LONG-TERM CARE PHARMACY NETWORK: In May of 1995,  CompScript believes that
it formed the first of its kind, Long-Term Care Pharmacy Network. The network is
comprised of long term care "closed-shop" institutional pharmacies. This network
is  organized to provide full  comprehensive  services to the  institutionalized
frail elderly  population  with the  consistencies  of one long-term  care model
benefit.  This  network  is being  marketed  to payers  with both  national  and
regional  interests for one  pharmaceutical  vendor for their  long-term/chronic
care pharmaceutical care beneficiaries.

      GROUP  HEALTHCARE  AND WORKERS'  COMPENSATION  NETWORKS:  The Company uses
on-line  electronic  claims  processing to provide  effective  pharmacy  benefit
management  services to its  clients.  All retail  pharmacies  in the  Company's
pharmacy  network  communicate  with the  Company  on-line  and in real  time to
process  prescription  drug claims.  When a member of a plan presents his or her
identification card at a  network  pharmacy,  the  network pharmacists sends the







                                        8


<PAGE>



specified  claim  data in an  industry  standard  format  to the  Company  which
processes  the  claim  and  responds  to the  pharmacy,  typically  within a few
seconds. The electronic processing of the claim involves confirming the member's
eligibility  for  benefits  under the  applicable  health  benefit  plan and the
conditions to or  limitations  of coverage,  such as the amount of copayments or
deductibles  the member must pay;  performing  a  concurrent  DUR  analysis  and
alerting the pharmacist to possible drug  interactions  or other  indications of
inappropriate  prescription drug usage;  updating the member's prescription drug
claim record; and, if the claim is accepted,  confirming to the pharmacy that it
will receive payment for the drug dispensed.

      The Company  provides  advanced PBM services to its clients  which involve
the application of clinical expertise and sophisticated  management  information
systems to manage the  pharmacy  benefit.  An  important  advanced  PBM  service
provided by the Company is the enhancement of formulary compliance.  Formularies
are lists of drugs for which  coverage is provided  under the  applicable  plan;
they are widely used in managed  health care plans and,  increasingly,  by other
healthcare  risk  managers.  The  Company  administers  a  number  of  different
formularies  for its clients that often  identify  preferred  drugs whose use is
encouraged or required  through various benefit design  features.  Historically,
many clients have  selected a plan design  which  includes an open  formulary in
which all drugs are covered by the plan and preferred  drugs, if any, are merely
recommended.  More advanced  formularies consist of restricted  formularies,  in
which  various  financial  or  other  disincentives  exist to the  selection  of
non-preferred drugs, or closed formularies, in which benefits are available only
for drugs listed on the formulary.  Formulary  preferences  can be encouraged by
restricting   the  formulary   through  plan  design  features  such  as  tiered
copayments,  which require the member to pay a higher amount for a  nonpreferred
drug; through prescriber education programs, in which the company or the managed
care  client  actively  seek to  educate  the  prescribers  about the  formulary
preferences;  and through the Company's  therapeutic  substitution programs that
target certain high-cost therapy classes for concentrated  formulary  compliance
efforts.

      MAIL  SERVICE  PHARMACY  BENEFITS:  The Company  integrates  its  pharmacy
network  benefits  with its  mail  service  pharmacy  benefits  provided  to its
clients.  It operates one mail service pharmacy in Florida that provides members
with convenient access to maintenance  medications,  and enables the Company and
its clients to control  drug costs  through  purchasing  efficiencies  and other
economies of scale.

      The Company's principal executive offices are located at 1225 Broken Sound
Parkway N.W., Suite A, Boca Raton, Florida 33481.









                                        9


<PAGE>



Agreements

      On October 1, 1996  CompScript  entered into a Consulting and  Acquisition
Management  Agreement  with  Shulman  pursuant  to which  Shulman  would  assist
CompScript in  identifying,  evaluating,  structuring,  negotiating  and closing
business   acquisitions,   including   but  not  limited  to  asset   purchases,
consolidations,  mergers, joint ventures and strategic alliances.  In connection
with such  agreement  Shulman  would  receive  a fee  equal to 15,000  shares of
CompScript's  Common  Stock if the  aggregate  market  value (as defined in such
agreement) is up to $5,000,000,  30,000 shares if the aggregate  market value of
the  acquisition  is between  $5,000,000  but less than  $10,000,000  and 45,000
shares  if the  aggregate  market  value  of the  acquisition  is in  excess  of
$10,000,000.  In connection  with the proposed  acquisition by CompScript of the
shares of Medical  Services  Consortium,  Inc. for which  CompScript  executed a
letter of intent in November  1996,  Shulman was  authorized  to receive  45,000
Shares in  discharge  of the  obligations  owing to Shulman for purposes of such
services.  In addition,  Shulman actively participated in advising CompScript in
connection  with its five year  agreement  with  Pharmacy  Gold,  Inc.  in which
CompScript  would provide mail order pharmacy  services to Pharmacy Gold's Prime
Therapeutics  clients.  Shulman  was  authorized  to  receive  15,000  Shares in
discharge of the obligations owing to Shulman for provision of such services.

Restrictions Under Securities Laws

      The sale of any  shares of Common  Stock must be made in  compliance  with
federal  and state  securities  laws.  Officers,  directors  and 10% or  greater
stockholders of the Company, as well as certain other persons or parties who may
be deemed to be "affiliates" of the Company under the Federal  Securities  Laws,
should be aware  that  resales by  affiliates  can only be made  pursuant  to an
effective  Registration  Statement,  Rule 144 or any other applicable exemption.
Officers,  directors  and 10% and greater  stockholders  are also subject to the
"short  swing" profit rule of Section  16(b) of the  Securities  Exchange Act of
1934.

                        SALES BY SELLING SECURITY HOLDERS

      The following  table sets forth the name of the Selling  Security  Holder,
the amount of shares of Common Stock held directly or indirectly or to be issued
to the  Selling  Security  Holder,  the  number of shares to be  offered  by the
Selling Security Holder, the maximum amount of shares of Common Stock underlying
the Options to be offered by the Selling Security Holder, the exercise price for
the  Options,  the amount of Common  Stock to be owned by the  Selling  Security
Holder  following  sale of such  shares of Common  Stock and the  percentage  of
shares of Common  Stock to be owned by the  Selling  Security  Holder  following
completion of such offering  (based on 10,708,913  shares of Common Stock of the
Company outstanding at September 30, 1996).







                                       10


<PAGE>




                                                 Estimated      Percentage
                                                 Shares to be   to be Owned
Name of Selling       Number of     Shares to    Owned After    After
Security Holder       Shares Owned  be Offered   Offering       Offering
---------------       ------------  ----------   --------       --------

Shulman &
 Associates, Inc.       60,000        60,000       -0-            --


                            DESCRIPTION OF SECURITIES

      The Company is currently  authorized to issue up to  50,000,000  shares of
Common  Stock,  $.0001  par value per share,  of which  10,708,913  shares  were
outstanding  as of September 30, 1996.  The Company is authorized to issue up to
1,000,000 shares of Preferred Stock, none of which were outstanding.

Common Stock

      The  Company's  Common  Stock,  $.0001 par value,  is traded on the NASDAQ
SmallCap  Market under the symbol  "CPRX." The following sets forth the range of
high and low closing  bid prices for the Common  Stock as reported on the NASDAQ
during  each of the  quarters  presented.  The  quotations  set forth  below are
inter-dealer quotations,  without retail mark-ups, mark-downs or commissions and
may not  necessarily  represent  actual  transactions.  The quotations have been
adjusted for the Company's 1 to 8 reverse stock split on April 26, 1996.

                                                 High              Low
                                                ------            ------
1994
First Quarter.............................      $30.00           $26.00
Second Quarter............................       26.00            21.00
Third Quarter.............................       23.00            21.00
Fourth Quarter............................       23.00            16.00

1995
First Quarter.............................       20.25            11.00
Second Quarter............................       20.50             6.50
Third Quarter.............................        7.25             3.50
Fourth Quarter............................        6.50             3.00

1996
First Quarter.............................        8.75             3.00
Second Quarter............................        9.00             5.75
Third Quarter.............................        7.25             4.123

      CompScript  has not  paid any  cash  dividends  on its  common  stock  and
CompScript  does  not  currently  intend to declare or pay cash dividends in the





                                       11


<PAGE>



foreseeable  future.  CompScript  intends  to retain  any  earnings  that may be
generated to provide funds for the operation of its business.

      As of June 12, 1996,  there were in excess of 300 holders of record of the
Company's Common Stock.

Voting Rights

      Holders of shares of Common Stock are entitled to one vote. The holders of
shares of Common Stock are not entitled to cumulative voting rights.

      Upon liquidation,  dissolution or winding up of the Company, distributions
to holders of any class of common stock would only be made after payment in full
of creditors  and provision  for the  preference  of any preferred  stock having
preference over the Common Stock.  Any remaining amount would then be shared pro
ratably by the holders of Common Stock.

      The holders of the Common Stock are not entitled to  preemptive  rights or
subscription or redemption privileges.

Preferred Stock

      The Board of Directors is authorized to issue the  authorized and unissued
preferred stock in one or more series, to fix or alter the rights,  preferences,
privileges  and  restrictions,  including the dividend  rights,  dividend  rate,
conversion   rights,   voting  rights  and  terms  of  redemption,   liquidation
preferences  and  sinking  fund  of any  series  of  preferred  stock  which  is
authorized  and unissued.  No shares of Preferred  Stock have been issued or are
outstanding as of the date hereof.

Over-The-Counter Market

      The  Company's  Common  Stock is traded  on the  NASDAQ  under the  symbol
"CPRX."

Transfer Agent

      The  Transfer  Agent for the shares of Common Stock is  Continental  Stock
Transfer & Trust Company, 2 Broadway, New York, New York 10004.

                                  LEGAL MATTERS

      Certain  legal  matters in connection  with the  securities  being offered
hereby will be passed upon for the Company by Atlas,  Pearlman,  Trop & Borkson,
P.A., Counsel for the Company, Fort Lauderdale, Florida. Atlas, Pearlman, Trop &
Borkson,  P.A.  has options to purchase  75,000  shares of  CompScript's  Common
Stock.






                                       12


<PAGE>



                                 INDEMNIFICATION

      The Company has authority under Section  607.0850 of the Florida  Business
Corporation  Act (the "FBCA") to  indemnify  its  directors  and officers to the
extent provided for in such Statute.

      The provision of the FBCA authorizes the Company to indemnify its officers
and directors in connection with actions,  suits and proceedings brought against
them if the  person  acted  in good  faith  and in a  manner  which  the  person
reasonably  believed  to be in, or not  opposed  to,  the best  interest  of the
Company and, with respect to any criminal  actions,  had no reasonable  cause to
believe the person's conduct was unlawful. Unless pursuant to a determination by
a court, the determination of whether a director,  officer or employee has acted
in  accordance  with the  applicable  standard of conduct  must be made by (i) a
majority  vote of the  directors  who were not  parties to the  proceeding  or a
committee  consisting  solely  of  two  or  more  directors  not  party  to  the
proceedings,  (ii) independent  legal counsel selected by a majority vote of the
directors  who were parties to the  proceeding  or  committee  of directors  (or
selected  by the full board if a quorum or  committee  cannot be  obtained),  or
(iii) the affirmative  vote of the majority of the Company's  shareholders  were
not parties to the proceeding.

      The FBCA  further  provides  that the Company  may make any other  further
indemnity by resolution, by-law, agreement, vote of shareholders,  disinterested
directors or otherwise,  except with the respect to certain  enumerated  acts or
omissions of such persons. Florida law prohibits  indemnification or advancement
of expenses if a judgement  or other  final  adjudication  establishes  that the
actions of a  director,  officer  or  employee  constitute  (i) a  violation  of
criminal law, unless the person had reasonable  cause to believe his conduct was
unlawful, (ii) a transaction from which such person derived an improper personal
benefit, (iii) wilful misconduct or conscious disregard for the best interest of
the Company in the case of a derivative action by a shareholder,  or (iv) in the
case of a director,  a  circumstance  under which a director would be liable for
improper  distributions  under  Section  607.0384 of the FBA.  The FBCA does not
affect a  director's  responsibilities  under any  other  law,  such as  federal
securities laws.














                                       13


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

      The  documents  listed  in (a)  through  (c)  below  are  incorporated  by
reference in the Registration Statement. All documents subsequently filed by the
Registrant  pursuant to Section  13(a),  13(c),  14 and 15(d) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act"),  prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated  by reference in the  Registration  Statement and to be part
thereof from the date of filing of such documents.

            (a) The Registrant's  Annual Report on Form 10-KSB and 10- KSB/A for
the fiscal year ended December 31, 1995.

            (b) The Company's Quarterly Reports on Form 10-QSB for the quarterly
periods ended March 31, 1996, June 30, 1996 and September 30, 1996.

            (c) The  Company's  Transition  Report on Form 10-KSB for the period
from September 30, 1995 to December 31, 1995.

            (d) (i) The Company's current reports on Form 8-K dated February 26,
1996,  February 29, 1996,  March 6, 1996, May 10, 1996,  June 14, 1996, June 24,
1996, July 2, 1996, August 1, 1996 and August 30, 1996.

            (e) All other  reports  filed  pursuant to Section 13(a) or 15(d) of
the Exchange  Act since the end of the fiscal year  covered by the  Registrant's
document referred to in (a) above.

            (f) The  description  of the Common  Stock of the  Company  which is
contained in a Registration  Statement  filed under the Exchange Act,  including
any amendment or report filed for the purpose of updating such description.

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

      A description  of the Company's  securities is set forth in the Prospectus
incorporated as a part of this Registration Statement.

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

      Not Applicable.






                                        i


<PAGE>



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

      The Company has authority under Section  607.0850 of the Florida  Business
Corporation  Act (the "FBA") to  indemnify  its  directors  and  officers to the
extent provided for in such Statute.

      The provision of the FBCA authorizes the Company to indemnify its officers
and directors in connection with actions,  suits and proceedings brought against
them if the  person  acted  in good  faith  and in a  manner  which  the  person
reasonably  believed  to be in, or not  opposed  to,  the best  interest  of the
Company and, with respect to any criminal  actions,  had no reasonable  cause to
believe the person's conduct was unlawful. Unless pursuant to a determination by
a court, the determination of whether a director,  officer or employee has acted
in  accordance  with the  applicable  standard of conduct  must be made by (i) a
majority  vote of the  directors  who were not  parties to the  proceeding  or a
committee  consisting  solely  of  two  or  more  directors  not  party  to  the
proceedings,  (ii) independent  legal counsel selected by a majority vote of the
directors  who were parties to the  proceeding  or  committee  of directors  (or
selected  by the full board if a quorum or  committee  cannot be  obtained),  or
(iii) the affirmative  vote of the majority of the Company's  shareholders  were
not parties to the proceeding.

      The FBCA  further  provides  that the Company  may make any other  further
indemnity by resolution, by-law, agreement, vote of shareholders,  disinterested
directors or otherwise,  except with the respect to certain  enumerated  acts or
omissions of such persons. Florida law prohibits  indemnification or advancement
of expenses if a judgement  or other  final  adjudication  establishes  that the
actions of a  director,  officer  or  employee  constitute  (i) a  violation  of
criminal law, unless the person had reasonable  cause to believe his conduct was
unlawful, (ii) a transaction from which such person derived an improper personal
benefit, (iii) wilful misconduct or conscious disregard for the best interest of
the Company in the case of a derivative action by a shareholder,  or (iv) in the
case of a director,  a  circumstance  under which a director would be liable for
improper  distributions  under  Section  607.0384 of the FBA.  The FBCA does not
affect a  director's  responsibilities  under any  other  law,  such as  federal
securities laws.

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

      Inasmuch as the  Consultants  who  received the Shares of the Company were
knowledgeable,   sophisticated  and  had  access  to  comprehensive  information
relevant to the Company,  such  transaction  was  undertaken  in reliance on the
exemption from registration  provided by Section 4(2) of the Act. As a condition
precedent to such grant,  the Consultants were required to express an investment
intent  and  consent to the  imprinting  of a  restrictive  legend on each stock
certificate  to be received from the Company  except upon sale of the underlying
Shares of Common Stock pursuant to a registration statement.



                                       ii


<PAGE>



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

Exhibit                 Description
-------                 -----------

(4)(a)      Consulting and Acquisition Agreement with Shulman and
            Associates.

(5)         Opinion of Atlas, Pearlman, Trop & Borkson, P.A. relating to
            the issuance of shares of securities pursuant to the above
            Consulting Agreements

(23.1)      Consent of Atlas, Pearlman, Trop & Borkson, P.A. included in
            the opinion filed as exhibit (5) hereto

(23.2)      Consents of independent certified public accountants

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

      (1)   The undersigned Registrant hereby undertakes:

            (a) To file, during any period in which offerings or sales are being
made, a post-effective  amendment to this Registration  Statement 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;

            (b) That,  for the purposes of determining  any liability  under the
Act, each such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof; and

            (c)  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.

      (2) The undersigned  Registrant  hereby  undertakes  that, for purposes of
determining any liability under the Act, each filing of the Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) 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.

      (3) Insofar as indemnification  for liabilities  arising under the Act 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



                                       iii

<PAGE>


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.












































                                       iv


<PAGE>


                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
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 the City of Boca Raton and the State of Florida, on the 24th
day of December, 1996.

                                    COMPSCRIPT, INC.



                                    By:/s/Brian A. Kahan
                                       --------------------------------
                                       Brian A. Kahan
                                       Chairman of the Board
                                       and President


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

      Signature                       Title                       Date
      ---------                       -----                       ----

                              Chairman of the Board
                              and Chief Executive
                              Officer (Principal
/s/Brian A. Kahan             Executive Officer)            December 24, 1996
----------------------
Brian A. Kahan

                              Controller (Principal
/s/Gary Splain                Accounting Officer)           December 24, 1996
-----------------------
Gary Splain

/s/Robert Gardner             Director                      December 24, 1996
-----------------------
Robert Gardner

/s/Malcolm Leonard            Director                      December 24, 1996
-----------------------
Malcolm Leonard

/s/Robert Edelheit            Director                      December 24, 1996
-----------------------
Robert Edelheit

/s/Paul Heimberg              Director                      December 24, 1996
-----------------------
Paul Heimberg
[{"type": "S-8", "sequence": "1", "description": "COMPSCRIPT, INC              FORM S-8", "secsgml_size_bytes": 44748}]
{"company-data": {"conformed-name": "COMSCRIPTS INC", "cik": "0000862147", "assigned-sic": "6799", "irs-number": "650506539", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-18777", "film-number": "96685892"}, "business-address": {"street1": "1225 BROKEN SOUND PARKWAY, N.W.", "street2": "STE A", "city": "BOCA RATON", "state": "FL", "zip": "33487", "phone": "3055315800"}, "mail-address": {"street1": "1225 BROKEN SOUND PARKWAY, N.W.", "street2": "SUITE A", "city": "BOCA RATON", "state": "FL", "zip": "33487"}, "former-company": [{"former-conformed-name": "CAPITAL BRANDS INC", "date-changed": "19940906"}, {"former-conformed-name": "CAPITAL ACQUISITIONS INC", "date-changed": "19930328"}]}
As filed with the Securities and Exchange Commission on December 24, 1996.

                                                           File No. 33-_______
================================================================================

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

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

                                COMPSCRIPT, INC.
               (Exact name of issuer as specified in its charter)

                  Florida                                      65-0506539
     (State or other jurisdiction                          (I.R.S. Employer
    of incorporation or organization)                     Identification No.)

        1225 Broken Sound Parkway N.W.
                Suite A
           Boca Raton, Florida                                    33481
   (Address of principal executive offices)                    (Zip Code)
                                 _______________

          CONSULTING AND ACQUISITION MANAGEMENT AGREEMENT WITH ADVISOR
                            (Full title of the plan)
                                 _______________

                            Brian A. Kahan, President
                         1225 Broken Sound Parkway N.W.
                                     Suite A
                            Boca Raton, Florida 33481
                          Telephone No.: (407) 994-8585
                     (Name and address of agent for service)

                                    Copy to:

                             Joel D. Mayersohn, Esq.
                      Atlas, Pearlman, Trop & Borkson, P.A.
                     200 East Las Olas Boulevard, Suite 1900
                            Fort Lauderdale, FL 33301
                                 (954) 763-1200
                                 _______________
CALCULATION OF REGISTRATION FEE
================================================================================
                                         Proposed     Proposed
                                         maximum      maximum
                                         offering     aggregate    Amount of
Title of securities     Amount to be     price per    offering     registration
 to be registered       registered(1)    share(1)     price(1)     fee (1)
================================================================================

Common Stock
($.0001 par value)      60,000 shares    $10.0625     $603,750      $182.95

(1)   Estimated   solely  for  the  purpose  of  computing  the  amount  of  the
      registration  fee in accordance  with Rule 451(c) under the Securities Act
      of 1933,  as amended  (the  "Securities  Act") based on the average of the
      high and low bid price for the Common Stock, $.0001 per share (the "Common
      Stock") as reported by NASDAQ on December 19, 1996.

                                      2
COMPSCRIPT, INC.

        CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K

            Form S-8 Item Number
                and Caption                         Caption in Prospectus
            --------------------                    ---------------------
                                 
 1.   Forepart of Registration State-               Facing Page of Registration
      ment and Outside Front Cover                  Statement and Cover Page of
      Page of Prospectus                            Prospectus
                                            
 2.   Inside Front and Outside Back                 Inside Cover Page of Pro-
      Cover Pages of Prospectus                     spectus and Outside Cover
                                                    Page of Prospectus
                                            
 3.   Summary Information, Risk Fac-                Not Applicable
      tors and Ratio of Earnings to         
      Fixed Charges                         
                                            
 4.   Use of Proceeds                               Not Applicable
                                            
 5.   Determination of Offering Price               Not Applicable
                                            
 6.   Dilution                                      Not Applicable
                                            
 7.   Selling Security Holders                      Sales by Selling Security
                                                    Holders
                                            
 8.   Plan of Distribution                          Cover Page of Prospectus
                                                    and Sales by Selling
                                                    Security Holders
                                            
 9.   Description of Securities to be               Description of Securities;
      Registered                                    Consulting Agreements
                                            
10.   Interests of Named Experts and                Legal Matters
      Counsel                               
                                            
11.   Material Changes                              Not Applicable
                                            
12.   Incorporation of Certain Infor-               Incorporation of Certain
      mation by Reference                           Documents by Reference
                                            
13.   Disclosure of Commission Posi-                Indemnification of Direc-
      tion on Indemnification for                   tors and Officers; Under-
      Securities Act Liabilities                    takings
                                            
                                            
                                            
                                        
                                        3
PROSPECTUS
                                COMPSCRIPT, INC.

                          60,000 Shares of Common Stock
                               ($.0001 par value)

                   Issued Pursuant to the Company's Agreement
                        with Shulman & Associates, Inc.,

      This Prospectus is part of a Registration Statement which registers 60,000
shares of Common Stock,  $.0001 par value (such shares being  referred to as the
"Shares"),  of  CompScript,  Inc. (the "Company" or  "Compscript")  which may be
issued, as set forth herein, to Shulman & Associates,  Inc., a consultant to the
Company  ("Shulman")  pursuant to a written  consulting  agreement (the "Shulman
Consulting  Agreement") providing for the issuance of 60,000 Shares. Shulman may
be referred to as the "Consultant," and the Shulman Consulting  Agreement may be
referred to as the "Agreement." In addition, the Consultant,  in its capacity as
a selling  shareholder,  may sometimes  hereafter be referred to as the "Selling
Security Holder." All of the Shares are being issued to the Consultant  pursuant
to a written  agreement.  The Company has been  advised by the Selling  Security
Holder  that it may sell all or a portion of the Shares from time to time in the
over-the-counter market, in negotiated transactions, directly or through brokers
or otherwise,  and that such Shares will be sold at market prices  prevailing at
the time of such sales or at negotiated prices, and the Company will not receive
any proceeds from such sales.

      No person has been authorized by the Company to give any information or to
make any representation other than as contained in this Prospectus, and if given
or made, such  information or  representation  must not be relied upon as having
been authorized by the Company.  Neither the delivery of this Prospectus nor any
distribution of the Shares issuable under the terms of the Consulting  Agreement
shall,  under any  circumstances,  create any implication that there has been no
change in the affairs of the Company since the date hereof.
                                ________________

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

      THIS  PROSPECTUS  DOES NOT  CONSTITUTE AN OFFER TO SELL  SECURITIES IN ANY
STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.

               The date of this Prospectus is December ___, 1996.

                                        4
AVAILABLE INFORMATION

      The Company is subject to the informational requirements of the Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in  accordance
therewith,  files  reports,  proxy  statements  and other  information  with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other  information  filed with the Commission can be inspected and copied at
the public  reference  facilities of the  Commission at 450 Fifth Street,  N.W.,
Washington,  D.C.  20549.  Copies  of this  material  can  also be  obtained  at
prescribed  rates from the Public  Reference  Section of the  Commission  at its
principal  office  at 450  Fifth  Street,  N.W.,  Washington,  D.C.  20549.  The
Company's  Common Stock is traded on the NASDAQ SmallCap Market under the symbol
"CPRX."  Electronic  Reports and other  information found through the Electronic
Data Gathering,  Analysis & Retrieval System are probably  available through the
Commission's website (http://www.sec.gov.).

      The Company has filed with the Commission a Registration Statement on Form
S-8 (the "Registration  Statement") under the Securities Act of 1933, as amended
(the  "Act"),  with  respect to the resale of up to an aggregate of up to 60,000
shares of the Company's Common Stock, to be issued to Consultants of the Company
pursuant  to  written  agreements.  This  Prospectus,  which  is  Part  I of the
Registration Statement,  omits certain information contained in the Registration
Statement. For further information with respect to the Company and the shares of
the  Common  Stock  offered  by  this  Prospectus,  reference  is  made  to  the
Registration  Statement,  including  the exhibits  thereto.  Statements  in this
Prospectus as to any document are not necessarily  complete,  and where any such
document  is an exhibit to the  Registration  Statement  or is  incorporated  by
reference  herein,  each such  statement  is  qualified  in all  respects by the
provisions of such exhibit or other document, to which reference is hereby made,
for a full  statement  of the  provisions  thereof.  A copy of the  Registration
Statement,  with  exhibits,  may be  obtained  from the  Commission's  office in
Washington,  D.C. (at the above address) upon payment of the fees  prescribed by
the rules and regulations of the Commission, or examined there without charge.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The  following  documents  filed by the Company  with the  Securities  and
Exchange Commission are incorporated herein by reference and made a part hereof:

      (a) The Company's Annual Report on Form 10-KSB and 10-KSB/A for the fiscal
year ended December 31, 1995.

                                        5
(b) The  Company's  Quarterly  Reports on Form  10-QSB  for the  quarterly
period ended March 31, 1996, June 30, 1996 and September 30, 1996.

      (c) The  Company's  Transition  Report on Form  10-KSB for the period from
September 30, 1995 to December 31, 1995.

      (d) The  Company's  current  reports  on Form 8-K dated  January  3, 1996,
February 26, 1996,  February 29,  1996,  March 6, 1996,  May 10, 1996,  June 14,
1996, June 24, 1996, July 2, 1996, August 1, 1996 and August 30, 1996.

      (e) All reports and documents filed by the Company pursuant to Section 13,
14 or  15(d)  of the  Exchange  Act,  prior to the  filing  of a  post-effective
amendment 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  herein and to be a part hereof from the  respective
date of filing of such documents. Any statement incorporated by reference herein
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  modified or superseded
shall not be deemed, except as so modified or superseded,  to constitute part of
this Prospectus.

      The Company  hereby  undertakes to provide  without charge to each person,
including  any  beneficial  owner,  to whom a copy of the  Prospectus  has  been
delivered,  on the written or oral request of any such person,  a copy of any or
all of the documents referred to above which have been or may be incorporated by
reference in this  Prospectus,  other than exhibits to such  documents.  Written
requests for such copies should be directed to Corporate Secretary,  CompScript,
Inc., 1225 Broken Sound Parkway N.W., Suite A, Boca Raton, Florida 33481.

                                        6
THE COMPANY

General
-------

Business of CompScript, Inc.

      CompScript is a  comprehensive  provider of pharmacy  management  services
equipped to both lower costs and improve the quality of care.  CompScript offers
a broad range of pharmacy,  infusion therapy,  consulting services,  mail order,
and pharmacy benefit claim  administration  to managed care networks,  long-term
and subacute care facilities,  home health  patients,  and recipients of managed
care.   CompScript's   proprietary  pharmacy  management   capabilities  combine
sophisticated  clinical tools with the latest technologies in databases and drug
profiles.  CompScript's network of participating  retail pharmacies,  along with
electronic on-line  adjudication system and a mail service dispensing  facility,
allow  CompScript  to  offer  a fully  integrated  pharmacy  benefit  management
program. CompScript's operations consist of the following:

      Institutional  Pharmacy:  CompScript  purchases,  repackages and dispenses
prescription and non-prescription medication in accordance with physician orders
and  delivers  such  prescriptions  at least daily to the nursing  facility  for
administration  to  individual   patients  by  the  facility's   nursing  staff.
CompScript  typically  services  nursing  homes within a 150-mile  radius of its
pharmacy locations.  CompScript maintains a 24-hour,  on-call pharmacist service
365 days per year for emergency dispensing and delivery or for consultation with
the facility's staff or attending physician.

      Consultant Pharmacist Services:  CompScript provides consultant pharmacist
services  which help  clients  comply with such  federal  and state  regulations
applicable to nursing homes. Consultant pharmacists work on a proprietary laptop
program to offer  institutions  patient  specific  clinical  data.  The services
offered by  CompScript's  consultant  pharmacists  include:  (i)  comprehensive,
monthly  drug  regimen  reviews for each  patient in the  facility to assess the
appropriateness  and  efficacy  of drug  therapies,  including  a review  of the
patient's  medical  records,  monitoring  drug reactions to other drugs or food,
monitoring lab results and  recommending  alternate  therapies or  discontinuing
unnecessary drugs; (ii) participation on the Pharmacy and Therapeutics,  Quality
Assurance and other committees of client nursing  facilities as well as periodic
involvement in staff meetings;  (iii) monthly inspection of medication carts and
storage rooms; (iv) monitoring and monthly reporting on facility-wide drug usage
and drug administration  systems and practices;  (v) development and maintenance
of  pharmaceutical  policy and procedures  manuals;  and (vi)  assistance to the
nursing facility in complying with state and federal regulations as they pertain
to patient care.

                                        7
ANCILLARY  SERVICES:  CompScript  also  provides  ancillary  products  and
services to nursing facilities, as follows:

      CompScript  provides  infusion therapy support services for such residents
in its client nursing facilities and, to a lesser extent,  hospice and home care
patients.  Infusion  therapy  consists of the product (a  nutrient,  antibiotic,
chemotherapy or other drugs in solution) and the intravenous  administration  of
the product.

      HOME  INFUSION  THERAPY  SERVICES:  CompScript  has  established  a  Joint
Commission on Accreditation  ("JCAHO") accredited home infusion company to serve
homebound  patients.  CompScript offers outcomes  management with an emphasis on
diagnosis of level of severity,  specialized management reporting, and statewide
coverage,  which  makes  CompScript  particularly  attractive  to  managed  care
companies. CompScript offers managed care companies a full continuum of coverage
for their  clients,  from hospitals to subacute units to LTC facilities to their
homes.

      PHARMACY  BENEFIT  MANAGEMENT  SERVICES:  The Company's  pharmacy  benefit
management   ("PBM")   service  is  the  systematic   management  of  outpatient
prescription  drug usage to foster high quality,  cost-effective  pharmaceutical
care through the  application  of managed care  principles  and  development  of
information  technologies.  PBM  services  consist  of retail  pharmacy  network
administration,  except  in the  Long  Term  Care  Pharmacy  Network;  formulary
administration;  electronic  point-of-sale  claims processing,  drug utilization
review ("DUR");  mail pharmacy  service;  and benefit plan design  consultation.
Advanced PBM services include the development of advanced  formulary  compliance
and therapeutic substitution programs; therapy management services such as prior
authorization,   therapy  guidelines,   step  therapy  protocols,   and  disease
management interventions, and sophisticated management information reporting and
analytic services.

      LONG-TERM CARE PHARMACY NETWORK: In May of 1995,  CompScript believes that
it formed the first of its kind, Long-Term Care Pharmacy Network. The network is
comprised of long term care "closed-shop" institutional pharmacies. This network
is  organized to provide full  comprehensive  services to the  institutionalized
frail elderly  population  with the  consistencies  of one long-term  care model
benefit.  This  network  is being  marketed  to payers  with both  national  and
regional  interests for one  pharmaceutical  vendor for their  long-term/chronic
care pharmaceutical care beneficiaries.

      GROUP  HEALTHCARE  AND WORKERS'  COMPENSATION  NETWORKS:  The Company uses
on-line  electronic  claims  processing to provide  effective  pharmacy  benefit
management  services to its  clients.  All retail  pharmacies  in the  Company's
pharmacy  network  communicate  with the  Company  on-line  and in real  time to
process  prescription  drug claims.  When a member of a plan presents his or her
identification card at a  network  pharmacy,  the  network pharmacists sends the

                                        8
specified  claim  data in an  industry  standard  format  to the  Company  which
processes  the  claim  and  responds  to the  pharmacy,  typically  within a few
seconds. The electronic processing of the claim involves confirming the member's
eligibility  for  benefits  under the  applicable  health  benefit  plan and the
conditions to or  limitations  of coverage,  such as the amount of copayments or
deductibles  the member must pay;  performing  a  concurrent  DUR  analysis  and
alerting the pharmacist to possible drug  interactions  or other  indications of
inappropriate  prescription drug usage;  updating the member's prescription drug
claim record; and, if the claim is accepted,  confirming to the pharmacy that it
will receive payment for the drug dispensed.

      The Company  provides  advanced PBM services to its clients  which involve
the application of clinical expertise and sophisticated  management  information
systems to manage the  pharmacy  benefit.  An  important  advanced  PBM  service
provided by the Company is the enhancement of formulary compliance.  Formularies
are lists of drugs for which  coverage is provided  under the  applicable  plan;
they are widely used in managed  health care plans and,  increasingly,  by other
healthcare  risk  managers.  The  Company  administers  a  number  of  different
formularies  for its clients that often  identify  preferred  drugs whose use is
encouraged or required  through various benefit design  features.  Historically,
many clients have  selected a plan design  which  includes an open  formulary in
which all drugs are covered by the plan and preferred  drugs, if any, are merely
recommended.  More advanced  formularies consist of restricted  formularies,  in
which  various  financial  or  other  disincentives  exist to the  selection  of
non-preferred drugs, or closed formularies, in which benefits are available only
for drugs listed on the formulary.  Formulary  preferences  can be encouraged by
restricting   the  formulary   through  plan  design  features  such  as  tiered
copayments,  which require the member to pay a higher amount for a  nonpreferred
drug; through prescriber education programs, in which the company or the managed
care  client  actively  seek to  educate  the  prescribers  about the  formulary
preferences;  and through the Company's  therapeutic  substitution programs that
target certain high-cost therapy classes for concentrated  formulary  compliance
efforts.

      MAIL  SERVICE  PHARMACY  BENEFITS:  The Company  integrates  its  pharmacy
network  benefits  with its  mail  service  pharmacy  benefits  provided  to its
clients.  It operates one mail service pharmacy in Florida that provides members
with convenient access to maintenance  medications,  and enables the Company and
its clients to control  drug costs  through  purchasing  efficiencies  and other
economies of scale.

      The Company's principal executive offices are located at 1225 Broken Sound
Parkway N.W., Suite A, Boca Raton, Florida 33481.

                                        9
Agreements

      On October 1, 1996  CompScript  entered into a Consulting and  Acquisition
Management  Agreement  with  Shulman  pursuant  to which  Shulman  would  assist
CompScript in  identifying,  evaluating,  structuring,  negotiating  and closing
business   acquisitions,   including   but  not  limited  to  asset   purchases,
consolidations,  mergers, joint ventures and strategic alliances.  In connection
with such  agreement  Shulman  would  receive  a fee  equal to 15,000  shares of
CompScript's  Common  Stock if the  aggregate  market  value (as defined in such
agreement) is up to $5,000,000,  30,000 shares if the aggregate  market value of
the  acquisition  is between  $5,000,000  but less than  $10,000,000  and 45,000
shares  if the  aggregate  market  value  of the  acquisition  is in  excess  of
$10,000,000.  In connection  with the proposed  acquisition by CompScript of the
shares of Medical  Services  Consortium,  Inc. for which  CompScript  executed a
letter of intent in November  1996,  Shulman was  authorized  to receive  45,000
Shares in  discharge  of the  obligations  owing to Shulman for purposes of such
services.  In addition,  Shulman actively participated in advising CompScript in
connection  with its five year  agreement  with  Pharmacy  Gold,  Inc.  in which
CompScript  would provide mail order pharmacy  services to Pharmacy Gold's Prime
Therapeutics  clients.  Shulman  was  authorized  to  receive  15,000  Shares in
discharge of the obligations owing to Shulman for provision of such services.

Restrictions Under Securities Laws

      The sale of any  shares of Common  Stock must be made in  compliance  with
federal  and state  securities  laws.  Officers,  directors  and 10% or  greater
stockholders of the Company, as well as certain other persons or parties who may
be deemed to be "affiliates" of the Company under the Federal  Securities  Laws,
should be aware  that  resales by  affiliates  can only be made  pursuant  to an
effective  Registration  Statement,  Rule 144 or any other applicable exemption.
Officers,  directors  and 10% and greater  stockholders  are also subject to the
"short  swing" profit rule of Section  16(b) of the  Securities  Exchange Act of
1934.

                        SALES BY SELLING SECURITY HOLDERS

      The following  table sets forth the name of the Selling  Security  Holder,
the amount of shares of Common Stock held directly or indirectly or to be issued
to the  Selling  Security  Holder,  the  number of shares to be  offered  by the
Selling Security Holder, the maximum amount of shares of Common Stock underlying
the Options to be offered by the Selling Security Holder, the exercise price for
the  Options,  the amount of Common  Stock to be owned by the  Selling  Security
Holder  following  sale of such  shares of Common  Stock and the  percentage  of
shares of Common  Stock to be owned by the  Selling  Security  Holder  following
completion of such offering  (based on 10,708,913  shares of Common Stock of the
Company outstanding at September 30, 1996).

                                       10
Estimated      Percentage
                                                 Shares to be   to be Owned
Name of Selling       Number of     Shares to    Owned After    After
Security Holder       Shares Owned  be Offered   Offering       Offering
---------------       ------------  ----------   --------       --------

Shulman &
 Associates, Inc.       60,000        60,000       -0-            --

                            DESCRIPTION OF SECURITIES

      The Company is currently  authorized to issue up to  50,000,000  shares of
Common  Stock,  $.0001  par value per share,  of which  10,708,913  shares  were
outstanding  as of September 30, 1996.  The Company is authorized to issue up to
1,000,000 shares of Preferred Stock, none of which were outstanding.

Common Stock

      The  Company's  Common  Stock,  $.0001 par value,  is traded on the NASDAQ
SmallCap  Market under the symbol  "CPRX." The following sets forth the range of
high and low closing  bid prices for the Common  Stock as reported on the NASDAQ
during  each of the  quarters  presented.  The  quotations  set forth  below are
inter-dealer quotations,  without retail mark-ups, mark-downs or commissions and
may not  necessarily  represent  actual  transactions.  The quotations have been
adjusted for the Company's 1 to 8 reverse stock split on April 26, 1996.

                                                 High              Low
                                                ------            ------
1994
First Quarter.............................      $30.00           $26.00
Second Quarter............................       26.00            21.00
Third Quarter.............................       23.00            21.00
Fourth Quarter............................       23.00            16.00

1995
First Quarter.............................       20.25            11.00
Second Quarter............................       20.50             6.50
Third Quarter.............................        7.25             3.50
Fourth Quarter............................        6.50             3.00

1996
First Quarter.............................        8.75             3.00
Second Quarter............................        9.00             5.75
Third Quarter.............................        7.25             4.123

      CompScript  has not  paid any  cash  dividends  on its  common  stock  and
CompScript  does  not  currently  intend to declare or pay cash dividends in the

                                       11
foreseeable  future.  CompScript  intends  to retain  any  earnings  that may be
generated to provide funds for the operation of its business.

      As of June 12, 1996,  there were in excess of 300 holders of record of the
Company's Common Stock.

Voting Rights

      Holders of shares of Common Stock are entitled to one vote. The holders of
shares of Common Stock are not entitled to cumulative voting rights.

      Upon liquidation,  dissolution or winding up of the Company, distributions
to holders of any class of common stock would only be made after payment in full
of creditors  and provision  for the  preference  of any preferred  stock having
preference over the Common Stock.  Any remaining amount would then be shared pro
ratably by the holders of Common Stock.

      The holders of the Common Stock are not entitled to  preemptive  rights or
subscription or redemption privileges.

Preferred Stock

      The Board of Directors is authorized to issue the  authorized and unissued
preferred stock in one or more series, to fix or alter the rights,  preferences,
privileges  and  restrictions,  including the dividend  rights,  dividend  rate,
conversion   rights,   voting  rights  and  terms  of  redemption,   liquidation
preferences  and  sinking  fund  of any  series  of  preferred  stock  which  is
authorized  and unissued.  No shares of Preferred  Stock have been issued or are
outstanding as of the date hereof.

Over-The-Counter Market

      The  Company's  Common  Stock is traded  on the  NASDAQ  under the  symbol
"CPRX."

Transfer Agent

      The  Transfer  Agent for the shares of Common Stock is  Continental  Stock
Transfer & Trust Company, 2 Broadway, New York, New York 10004.

                                  LEGAL MATTERS

      Certain  legal  matters in connection  with the  securities  being offered
hereby will be passed upon for the Company by Atlas,  Pearlman,  Trop & Borkson,
P.A., Counsel for the Company, Fort Lauderdale, Florida. Atlas, Pearlman, Trop &
Borkson,  P.A.  has options to purchase  75,000  shares of  CompScript's  Common
Stock.

                                       12
INDEMNIFICATION

      The Company has authority under Section  607.0850 of the Florida  Business
Corporation  Act (the "FBCA") to  indemnify  its  directors  and officers to the
extent provided for in such Statute.

      The provision of the FBCA authorizes the Company to indemnify its officers
and directors in connection with actions,  suits and proceedings brought against
them if the  person  acted  in good  faith  and in a  manner  which  the  person
reasonably  believed  to be in, or not  opposed  to,  the best  interest  of the
Company and, with respect to any criminal  actions,  had no reasonable  cause to
believe the person's conduct was unlawful. Unless pursuant to a determination by
a court, the determination of whether a director,  officer or employee has acted
in  accordance  with the  applicable  standard of conduct  must be made by (i) a
majority  vote of the  directors  who were not  parties to the  proceeding  or a
committee  consisting  solely  of  two  or  more  directors  not  party  to  the
proceedings,  (ii) independent  legal counsel selected by a majority vote of the
directors  who were parties to the  proceeding  or  committee  of directors  (or
selected  by the full board if a quorum or  committee  cannot be  obtained),  or
(iii) the affirmative  vote of the majority of the Company's  shareholders  were
not parties to the proceeding.

      The FBCA  further  provides  that the Company  may make any other  further
indemnity by resolution, by-law, agreement, vote of shareholders,  disinterested
directors or otherwise,  except with the respect to certain  enumerated  acts or
omissions of such persons. Florida law prohibits  indemnification or advancement
of expenses if a judgement  or other  final  adjudication  establishes  that the
actions of a  director,  officer  or  employee  constitute  (i) a  violation  of
criminal law, unless the person had reasonable  cause to believe his conduct was
unlawful, (ii) a transaction from which such person derived an improper personal
benefit, (iii) wilful misconduct or conscious disregard for the best interest of
the Company in the case of a derivative action by a shareholder,  or (iv) in the
case of a director,  a  circumstance  under which a director would be liable for
improper  distributions  under  Section  607.0384 of the FBA.  The FBCA does not
affect a  director's  responsibilities  under any  other  law,  such as  federal
securities laws.

                                       13
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

      The  documents  listed  in (a)  through  (c)  below  are  incorporated  by
reference in the Registration Statement. All documents subsequently filed by the
Registrant  pursuant to Section  13(a),  13(c),  14 and 15(d) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act"),  prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated  by reference in the  Registration  Statement and to be part
thereof from the date of filing of such documents.

            (a) The Registrant's  Annual Report on Form 10-KSB and 10- KSB/A for
the fiscal year ended December 31, 1995.

            (b) The Company's Quarterly Reports on Form 10-QSB for the quarterly
periods ended March 31, 1996, June 30, 1996 and September 30, 1996.

            (c) The  Company's  Transition  Report on Form 10-KSB for the period
from September 30, 1995 to December 31, 1995.

            (d) (i) The Company's current reports on Form 8-K dated February 26,
1996,  February 29, 1996,  March 6, 1996, May 10, 1996,  June 14, 1996, June 24,
1996, July 2, 1996, August 1, 1996 and August 30, 1996.

            (e) All other  reports  filed  pursuant to Section 13(a) or 15(d) of
the Exchange  Act since the end of the fiscal year  covered by the  Registrant's
document referred to in (a) above.

            (f) The  description  of the Common  Stock of the  Company  which is
contained in a Registration  Statement  filed under the Exchange Act,  including
any amendment or report filed for the purpose of updating such description.

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

      A description  of the Company's  securities is set forth in the Prospectus
incorporated as a part of this Registration Statement.

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

      Not Applicable.

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

      The Company has authority under Section  607.0850 of the Florida  Business
Corporation  Act (the "FBA") to  indemnify  its  directors  and  officers to the
extent provided for in such Statute.

      The provision of the FBCA authorizes the Company to indemnify its officers
and directors in connection with actions,  suits and proceedings brought against
them if the  person  acted  in good  faith  and in a  manner  which  the  person
reasonably  believed  to be in, or not  opposed  to,  the best  interest  of the
Company and, with respect to any criminal  actions,  had no reasonable  cause to
believe the person's conduct was unlawful. Unless pursuant to a determination by
a court, the determination of whether a director,  officer or employee has acted
in  accordance  with the  applicable  standard of conduct  must be made by (i) a
majority  vote of the  directors  who were not  parties to the  proceeding  or a
committee  consisting  solely  of  two  or  more  directors  not  party  to  the
proceedings,  (ii) independent  legal counsel selected by a majority vote of the
directors  who were parties to the  proceeding  or  committee  of directors  (or
selected  by the full board if a quorum or  committee  cannot be  obtained),  or
(iii) the affirmative  vote of the majority of the Company's  shareholders  were
not parties to the proceeding.

      The FBCA  further  provides  that the Company  may make any other  further
indemnity by resolution, by-law, agreement, vote of shareholders,  disinterested
directors or otherwise,  except with the respect to certain  enumerated  acts or
omissions of such persons. Florida law prohibits  indemnification or advancement
of expenses if a judgement  or other  final  adjudication  establishes  that the
actions of a  director,  officer  or  employee  constitute  (i) a  violation  of
criminal law, unless the person had reasonable  cause to believe his conduct was
unlawful, (ii) a transaction from which such person derived an improper personal
benefit, (iii) wilful misconduct or conscious disregard for the best interest of
the Company in the case of a derivative action by a shareholder,  or (iv) in the
case of a director,  a  circumstance  under which a director would be liable for
improper  distributions  under  Section  607.0384 of the FBA.  The FBCA does not
affect a  director's  responsibilities  under any  other  law,  such as  federal
securities laws.

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

      Inasmuch as the  Consultants  who  received the Shares of the Company were
knowledgeable,   sophisticated  and  had  access  to  comprehensive  information
relevant to the Company,  such  transaction  was  undertaken  in reliance on the
exemption from registration  provided by Section 4(2) of the Act. As a condition
precedent to such grant,  the Consultants were required to express an investment
intent  and  consent to the  imprinting  of a  restrictive  legend on each stock
certificate  to be received from the Company  except upon sale of the underlying
Shares of Common Stock pursuant to a registration statement.

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

Exhibit                 Description
-------                 -----------

(4)(a)      Consulting and Acquisition Agreement with Shulman and
            Associates.

(5)         Opinion of Atlas, Pearlman, Trop & Borkson, P.A. relating to
            the issuance of shares of securities pursuant to the above
            Consulting Agreements

(23.1)      Consent of Atlas, Pearlman, Trop & Borkson, P.A. included in
            the opinion filed as exhibit (5) hereto

(23.2)      Consents of independent certified public accountants

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

      (1)   The undersigned Registrant hereby undertakes:

            (a) To file, during any period in which offerings or sales are being
made, a post-effective  amendment to this Registration  Statement 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;

            (b) That,  for the purposes of determining  any liability  under the
Act, each such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof; and

            (c)  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.

      (2) The undersigned  Registrant  hereby  undertakes  that, for purposes of
determining any liability under the Act, each filing of the Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) 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.

      (3) Insofar as indemnification  for liabilities  arising under the Act 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

                                       iii
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.

                                       iv
SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
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 the City of Boca Raton and the State of Florida, on the 24th
day of December, 1996.

                                    COMPSCRIPT, INC.

                                    By:/s/Brian A. Kahan
                                       --------------------------------
                                       Brian A. Kahan
                                       Chairman of the Board
                                       and President

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

      Signature                       Title                       Date
      ---------                       -----                       ----

                              Chairman of the Board
                              and Chief Executive
                              Officer (Principal
/s/Brian A. Kahan             Executive Officer)            December 24, 1996
----------------------
Brian A. Kahan

                              Controller (Principal
/s/Gary Splain                Accounting Officer)           December 24, 1996
-----------------------
Gary Splain

/s/Robert Gardner             Director                      December 24, 1996
-----------------------
Robert Gardner

/s/Malcolm Leonard            Director                      December 24, 1996
-----------------------
Malcolm Leonard

/s/Robert Edelheit            Director                      December 24, 1996
-----------------------
Robert Edelheit

/s/Paul Heimberg              Director                      December 24, 1996
-----------------------
Paul Heimberg