As filed with The Securities and Exchange Commission on October 21, 
1997
	The Registrant 
requests that this 
Registration 
Statement become 
effective 
immediately upon 
filing pursuant to 
Securities Act 
Rule 462.
	Registration No.:  
333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
		
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
		
THE NETWORK CONNECTION, INC.
(Exact name of registrant as specified in its charter)
Georgia

58-1712432
(State or other jurisdiction 
of incorporation)

(I.R.S. Employer Identification 
No.)
1324 Union Hill Road
Alpharetta, Georgia 30004
(770) 751-0889
(Address, including zip code, and telephone number, including 
area code, of registrant's principal executive offices)
THE NETWORK CONNECTION, INC.
1994 EMPLOYEE STOCK OPTION PLAN
(Full titles of the plans)
___________
BRYAN CARR
1324 Union Hill Road
Alpharetta, Georgia 30004
(770) 751-0889
(Name, address, including zip code, and telephone 
number,
including area code, of agent for service)
Copies of all communications, including all 
communications sent to the agent for service should be 
sent to:
PETER W. ROTHBERG, ESQ.
Greenberg Traurig Hoffman Lipoff Rosen & Quentel
153 East 53rd Street
New York, New York 10022
		
Approximate date of commencement of proposed sale to the 
public:  On or after the effective date of this Registration 
Statement.
		
 [FACING PAGE - CONTINUED]


CALCULATION OF REGISTRATION FEE


Title of 		Amount to be		Proposed	Proposed	Amount of
securities to be 	registered (1)		maximum		maximum		registration
registered					offering	offering	fee
						price per	price (2)
						share (2)

Common Stock 
$.001 par value 
per share		36,207 shares		$2.595		$93,957.17      $28.47

Common Stock 
$.001 par value 
per share		79,423 shares		$2.854		$226,673.24     $68.69

Common Stock 
$.001 par value 
per share		25,000 shares		$4.170		$95,910		$29.06

Common Stock 
$.001 par value 
per share		17,250 shares		$5.630		$97,117.50      $29.43

Common Stock 
$.001 par value 
per share		45,000 shares		$7.125		$320,625	$97.16

Common Stock 
$.001 par value 
per share		81,250 shares		$6,480		$526,500	$159.55

Common Stock 
$.001 par value 
per share		168,000 shares		$8.750		$1,470,000	$445.45

Common Stock 
$.001 par value 
per share		6,000 shares		$11.620		$69,720		$21.13

Common Stock 
$.001 par value 
per share		25,000 shares		$10.380		$259,500	$78.64

Common Stock 
$.001 par value 
per share		25,000 shares		$10.000		$250,000	$75.76

Common Stock 
$.001 par value 
per share		20,000 shares		$9.750		$195,000	$59.09

Common Stock 
$.001 par value 
per share		88,500 shares		$9.375		$829,687.50     $251.42

Common Stock 
$.001 par value 
per share		50,000 shares		$10.375		$518,750	$157.20

Common Stock 
$.001 par value 
per share		30,000 shares		$6.500		$195,000	$59.09

Common Stock 
$.001 par value 
per share		505,370 shares		$7.8125		$3,948,203.10   $1,196.43

Total Registration Fee (3)						       $2,756.57

(1)	An additional indeterminable number of shares are also being registered 
to cover any adjustments required by anti-dilution provisions in the 
number of shares issuable upon the exercise of options granted under 
the Company's 1994 Employee Stock Option Plan.
 (2)	Estimated pursuant to Rule 457(h) solely for the purpose of calculating 
the registration fee and based upon the exercise prices of the 
respective 1994 employee stock options, which such shares underlie, and 
the average between the high and low prices for shares on the Nasdaq 
SmallCap Market on October 17, 1997 with respect to 505,370 shares 
underlying options not yet granted under the Company's 1994 Employee 
Stock Option Plan.
 (3)	The 200,880 shares of Common Stock issuable upon exercise of options at 
$2.595, $2.854, $4.170, $5.630 and $7.125 per share were previously 
registered pursuant to registrant's Registration Statement on Form S-8 
filed with the Securities and Exchange Commission on March 21, 1996, 
Registration No. 333-2616, and of the $2,756.57 filing fee identified 
above, $282.55 was previously paid in connection with such Registration 
Statement.

ADDITIONAL PLAN INFORMATION
1994 Employee Stock Option Plan
On August 16, 1995, the Board of Directors 
of The Network Connection, Inc. (the "Company") 
approved an amendment (the "First Amendment") to the 
Company's 1994 Employee Stock Option Plan (the 
"Plan") which increased the number of shares 
underlying the Plan from 200,000 to 500,000 shares 
of common stock, $.001 par value per share (the 
"Common Stock") and on May 12, 1997, the Company's 
Board of Directors approved an amendment to the Plan 
(the "Second Amendment") which increased the number 
of shares underlying the Plan from 700,000 to 
1,200,000 shares of Common Stock.  At the Company's 
Annual Meeting of Stockholders held on June 7 , 1996 
the Company's stockholders approved the First 
Amendment, and at the Company's Annual Meeting of 
Stockholders held on June 12, 1997, the Company's 
stockholders approved the Second Amendment. The 
Company's Stock Option Committee has granted options 
under the Plan for purchase of an aggregate of 
937,129 shares of Common Stock, of which options for 
242,500 shares of Common Stock have been forfeited, 
leaving 505,371 options available for grant.
The contents of the Company's Registration 
Statement on Form S-8, filed with the Securities and 
Exchange Commission on March 21, 1996 (Registration 
No. 333-2616) are hereby incorporated by reference.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3	Incorporation of Documents by Reference
		The following documents filed by the 
Company with the Securities and Exchange Commission 
(the "Commission") are incorporated herein by 
reference:
  (i)  The Company's Registration 
Statement on Form S-8 (Registration No. 333-2616), 
as filed with and declared effective by the 
Commission on March 21, 1996;
 (ii)  The Company's Annual Report on Form 
10-KSB for the fiscal year ended December 31, 1996;
(iii)  The Company's Proxy Statements for 
its Annual Meetings of Stockholders held June 7, 
1996 and June 12, 1997; and
 (iv)  The Company's Current Reports on 
Form 8-K dated March 14, 1996, June 21, 1996, 
February 21, 1997 and May 8,1997.
In addition to the foregoing, all 
documents subsequently filed by the Company pursuant 
to Sections 13(a), 13(c), 14 and 15(d) of the 
Securities Exchange Act of 1934, prior to the filing 
of a post-effective amendment indicating that all 
securities offered hereunder have been sold or which 
deregisters all securities remaining unsold, shall 
be deemed to be incorporated by reference in this 
Registration Statement and to be part hereof from 
the date of filing of such documents.  Any statement 
contained in a document incorporated by reference in 
this Registration Statement shall be deemed to be 
modified or superseded for purposes of this 
Registration Statement to the extent that a 
statement contained herein or in any subsequently 
filed document that is also incorporated by 
reference herein modifies or supersedes such 
statement.  Any statement so modified or superseded 
shall not be deemed, except as so modified or 
superseded, to constitute a part of this 
Registration Statement.
Item 8. 	Exhibits
	5	-- 	Opinion of Greenberg Traurig Hoffman 
Lipoff Rosen & Quentel
     24.1	--  	Consent of Coopers & Lybrand L.L.P.
     24.2	--  	Consent of Greenberg Traurig Hoffman 
Lipoff Rosen & Quentel (included in 
Exhibit 5)

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 on the 21th day of October, 
1997.
	THE NETWORK 
CONNECTION, INC.
	By:/s/ Wilbur L. Riner
		
	Wilbur L. Riner, 
Chairman
		Pursuant to the requirements of the 
Securities Act of 1933, this Registration Statement 
has been signed below by the following persons in 
the capacities and on the dates indicated.
Signature
Title
Date
/s/ Wilbur L. Riner
Wilbur L. Riner
Chairman, Chief 
Executive Officer 
and Director
October 21, 1997
/s/ James E. Riner
James E. Riner
Vice President, 
Secretary and 
Director
October 21, 1997
/s/ Marc Doyle
Marc Doyle

Director
October 21, 1997
/s/ Art Bauer
Art Bauer

Director
October 21, 1997
/s/ Bryan Carr
Bryan Carr
Director, Chief 
Operating Officer 
and Chief Financial 
Officer
October 21, 1997


Exhibit 5
			
	October 21, 1997

The Network Connection, Inc.
1324 Union Hill Road
Alpharetta, Georgia 30004
Re:	Registration Statement on Form S-8 for 1994 Employee Stock 
Option Plan
Gentlemen:
We refer to the public offering of up to one 
million two hundred thousand (1,200,000) shares of 
common stock, $.001 par value per share (the "Common 
Stock"), of The Network Connection, Inc., a Georgia 
corporation (the "Company"), to be issued under the 
Company's 1994 Employee Stock Option Plan pursuant 
to the Registration Statement on Form S-8 filed with 
the Securities and Exchange Commission under the 
Securities Act of 1933, as amended, on October 9, 
l997 (the "Registration Statement"), as subsequently 
amended from time to time.
In furnishing our opinion, we have examined 
copies of said Registration Statement.  We have 
conferred with officers of the Company and have 
examined the originals or certified, conformed or 
photostatic copies of such records of the Company, 
certificates of officers of the Company, 
certificates of public officials and such other 
documents as we have deemed relevant and necessary 
as the basis for the opinion set forth herein.  In 
all such examinations, we have assumed the 
genuineness of all signatures, the authenticity of 
all documents submitted and reviewed by us as 
originals or duplicate originals and the conformity 
to original documents of all documents submitted to 
us as certified, photostatic or conformed copies, 
the correctness and completeness of such 
certificates, the due authorization, execution and 
delivery of all documents by persons, where due 
authorization, execution and delivery are 
prerequisites to the effectiveness thereof, and the 
absence of any impairment, legal or otherwise, 
affecting the performance by all parties to such 
documents (other than the Company), which 
assumptions we have not independently verified.
Based upon and subject to the foregoing and 
such other matters of fact and questions of law as 
we have deemed relevant in the circumstances, and in 
reliance thereon, it is our opinion that, when and 
if:
(a)	The Registration Statement shall have 
become effective, as the same may hereafter be 
amended; and
(b)	The Shares to be sold shall have been sold 
as contemplated in the Registration Statement;
then upon the happening of each of the events set 
forth in paragraphs (a) and (b), inclusive, above:
The Shares being sold, upon execution and 
delivery of proper certificates therefor, will 
be duly authorized, validly issued and 
outstanding, fully paid and non-assessable 
shares of Common Stock of the Company.
The undersigned hereby consent to the use of 
their name in the Registration Statement and in the 
Prospectus forming a part of the Registration 
Statement, and to the reference to this opinion 
contained therein under the caption of the 
Prospectus entitled "Legal Opinions ."
This opinion is limited to the matters set 
forth herein, and may not be relied upon in any 
manner by any other person or used for any other 
purpose other than in connection with the corporate 
authority for the issuance of Common Stock.
	Very truly yours,
/s/Greenberg Traurig 
Hoffman  Lipoff Rosen & 
Quentel
GREENBERG 
TRAURIG HOFFMAN  
LIPOFF ROSEN & 
QUENTEL

Exhibit 24.1

CONSENT OF INDEPENDENT ACCOUNTANTS



We consent to the incorporation by reference, in 
this registration statement on Form S-8, of our 
report dated February 26, 1997, on our audits of the 
financial statements of The Network Connection, Inc. 
which report is included in the Company's Annual 
Report on Form 10-KSB.



Atlanta,Georgia
COOPERS & LYBRAND, L.L.P.
September 29, 1997
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 12241}]
{"company-data": {"conformed-name": "NETWORK CONNECTION INC", "cik": "0000932088", "assigned-sic": "3576", "irs-number": "581712432", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38315", "film-number": "97698494"}, "business-address": {"street1": "1324 UNION HILL RD", "city": "ALPHARETTA", "state": "GA", "zip": "30201", "phone": "4047510889"}, "mail-address": {"street1": "1324 UNION HILL ROAD", "city": "ALPHARETTA", "state": "GA", "zip": "30201"}}
As filed with The Securities and Exchange Commission on October 21, 
1997
	The Registrant 
requests that this 
Registration 
Statement become 
effective 
immediately upon 
filing pursuant to 
Securities Act 
Rule 462.
	Registration No.:  
333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
		
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
		
THE NETWORK CONNECTION, INC.
(Exact name of registrant as specified in its charter)
Georgia

58-1712432
(State or other jurisdiction 
of incorporation)

(I.R.S. Employer Identification 
No.)
1324 Union Hill Road
Alpharetta, Georgia 30004
(770) 751-0889
(Address, including zip code, and telephone number, including 
area code, of registrant's principal executive offices)
THE NETWORK CONNECTION, INC.
1994 EMPLOYEE STOCK OPTION PLAN
(Full titles of the plans)
___________
BRYAN CARR
1324 Union Hill Road
Alpharetta, Georgia 30004
(770) 751-0889
(Name, address, including zip code, and telephone 
number,
including area code, of agent for service)
Copies of all communications, including all 
communications sent to the agent for service should be 
sent to:
PETER W. ROTHBERG, ESQ.
Greenberg Traurig Hoffman Lipoff Rosen & Quentel
153 East 53rd Street
New York, New York 10022
		
Approximate date of commencement of proposed sale to the 
public:  On or after the effective date of this Registration 
Statement.
		
 [FACING PAGE - CONTINUED]

CALCULATION OF REGISTRATION FEE

Title of 		Amount to be		Proposed	Proposed	Amount of
securities to be 	registered (1)		maximum		maximum		registration
registered					offering	offering	fee
						price per	price (2)
						share (2)

Common Stock 
$.001 par value 
per share		36,207 shares		$2.595		$93,957.17      $28.47

Common Stock 
$.001 par value 
per share		79,423 shares		$2.854		$226,673.24     $68.69

Common Stock 
$.001 par value 
per share		25,000 shares		$4.170		$95,910		$29.06

Common Stock 
$.001 par value 
per share		17,250 shares		$5.630		$97,117.50      $29.43

Common Stock 
$.001 par value 
per share		45,000 shares		$7.125		$320,625	$97.16

Common Stock 
$.001 par value 
per share		81,250 shares		$6,480		$526,500	$159.55

Common Stock 
$.001 par value 
per share		168,000 shares		$8.750		$1,470,000	$445.45

Common Stock 
$.001 par value 
per share		6,000 shares		$11.620		$69,720		$21.13

Common Stock 
$.001 par value 
per share		25,000 shares		$10.380		$259,500	$78.64

Common Stock 
$.001 par value 
per share		25,000 shares		$10.000		$250,000	$75.76

Common Stock 
$.001 par value 
per share		20,000 shares		$9.750		$195,000	$59.09

Common Stock 
$.001 par value 
per share		88,500 shares		$9.375		$829,687.50     $251.42

Common Stock 
$.001 par value 
per share		50,000 shares		$10.375		$518,750	$157.20

Common Stock 
$.001 par value 
per share		30,000 shares		$6.500		$195,000	$59.09

Common Stock 
$.001 par value 
per share		505,370 shares		$7.8125		$3,948,203.10   $1,196.43

Total Registration Fee (3)						       $2,756.57

(1)	An additional indeterminable number of shares are also being registered 
to cover any adjustments required by anti-dilution provisions in the 
number of shares issuable upon the exercise of options granted under 
the Company's 1994 Employee Stock Option Plan.
 (2)	Estimated pursuant to Rule 457(h) solely for the purpose of calculating 
the registration fee and based upon the exercise prices of the 
respective 1994 employee stock options, which such shares underlie, and 
the average between the high and low prices for shares on the Nasdaq 
SmallCap Market on October 17, 1997 with respect to 505,370 shares 
underlying options not yet granted under the Company's 1994 Employee 
Stock Option Plan.
 (3)	The 200,880 shares of Common Stock issuable upon exercise of options at 
$2.595, $2.854, $4.170, $5.630 and $7.125 per share were previously 
registered pursuant to registrant's Registration Statement on Form S-8 
filed with the Securities and Exchange Commission on March 21, 1996, 
Registration No. 333-2616, and of the $2,756.57 filing fee identified 
above, $282.55 was previously paid in connection with such Registration 
Statement.

ADDITIONAL PLAN INFORMATION
1994 Employee Stock Option Plan
On August 16, 1995, the Board of Directors 
of The Network Connection, Inc. (the "Company") 
approved an amendment (the "First Amendment") to the 
Company's 1994 Employee Stock Option Plan (the 
"Plan") which increased the number of shares 
underlying the Plan from 200,000 to 500,000 shares 
of common stock, $.001 par value per share (the 
"Common Stock") and on May 12, 1997, the Company's 
Board of Directors approved an amendment to the Plan 
(the "Second Amendment") which increased the number 
of shares underlying the Plan from 700,000 to 
1,200,000 shares of Common Stock.  At the Company's 
Annual Meeting of Stockholders held on June 7 , 1996 
the Company's stockholders approved the First 
Amendment, and at the Company's Annual Meeting of 
Stockholders held on June 12, 1997, the Company's 
stockholders approved the Second Amendment. The 
Company's Stock Option Committee has granted options 
under the Plan for purchase of an aggregate of 
937,129 shares of Common Stock, of which options for 
242,500 shares of Common Stock have been forfeited, 
leaving 505,371 options available for grant.
The contents of the Company's Registration 
Statement on Form S-8, filed with the Securities and 
Exchange Commission on March 21, 1996 (Registration 
No. 333-2616) are hereby incorporated by reference.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3	Incorporation of Documents by Reference
		The following documents filed by the 
Company with the Securities and Exchange Commission 
(the "Commission") are incorporated herein by 
reference:
  (i)  The Company's Registration 
Statement on Form S-8 (Registration No. 333-2616), 
as filed with and declared effective by the 
Commission on March 21, 1996;
 (ii)  The Company's Annual Report on Form 
10-KSB for the fiscal year ended December 31, 1996;
(iii)  The Company's Proxy Statements for 
its Annual Meetings of Stockholders held June 7, 
1996 and June 12, 1997; and
 (iv)  The Company's Current Reports on 
Form 8-K dated March 14, 1996, June 21, 1996, 
February 21, 1997 and May 8,1997.
In addition to the foregoing, all 
documents subsequently filed by the Company pursuant 
to Sections 13(a), 13(c), 14 and 15(d) of the 
Securities Exchange Act of 1934, prior to the filing 
of a post-effective amendment indicating that all 
securities offered hereunder have been sold or which 
deregisters all securities remaining unsold, shall 
be deemed to be incorporated by reference in this 
Registration Statement and to be part hereof from 
the date of filing of such documents.  Any statement 
contained in a document incorporated by reference in 
this Registration Statement shall be deemed to be 
modified or superseded for purposes of this 
Registration Statement to the extent that a 
statement contained herein or in any subsequently 
filed document that is also incorporated by 
reference herein modifies or supersedes such 
statement.  Any statement so modified or superseded 
shall not be deemed, except as so modified or 
superseded, to constitute a part of this 
Registration Statement.
Item 8. 	Exhibits
	5	-- 	Opinion of Greenberg Traurig Hoffman 
Lipoff Rosen & Quentel
     24.1	--  	Consent of Coopers & Lybrand L.L.P.
     24.2	--  	Consent of Greenberg Traurig Hoffman 
Lipoff Rosen & Quentel (included in 
Exhibit 5)

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 on the 21th day of October, 
1997.
	THE NETWORK 
CONNECTION, INC.
	By:/s/ Wilbur L. Riner
		
	Wilbur L. Riner, 
Chairman
		Pursuant to the requirements of the 
Securities Act of 1933, this Registration Statement 
has been signed below by the following persons in 
the capacities and on the dates indicated.
Signature
Title
Date
/s/ Wilbur L. Riner
Wilbur L. Riner
Chairman, Chief 
Executive Officer 
and Director
October 21, 1997
/s/ James E. Riner
James E. Riner
Vice President, 
Secretary and 
Director
October 21, 1997
/s/ Marc Doyle
Marc Doyle

Director
October 21, 1997
/s/ Art Bauer
Art Bauer

Director
October 21, 1997
/s/ Bryan Carr
Bryan Carr
Director, Chief 
Operating Officer 
and Chief Financial 
Officer
October 21, 1997

Exhibit 5
			
	October 21, 1997

The Network Connection, Inc.
1324 Union Hill Road
Alpharetta, Georgia 30004
Re:	Registration Statement on Form S-8 for 1994 Employee Stock 
Option Plan
Gentlemen:
We refer to the public offering of up to one 
million two hundred thousand (1,200,000) shares of 
common stock, $.001 par value per share (the "Common 
Stock"), of The Network Connection, Inc., a Georgia 
corporation (the "Company"), to be issued under the 
Company's 1994 Employee Stock Option Plan pursuant 
to the Registration Statement on Form S-8 filed with 
the Securities and Exchange Commission under the 
Securities Act of 1933, as amended, on October 9, 
l997 (the "Registration Statement"), as subsequently 
amended from time to time.
In furnishing our opinion, we have examined 
copies of said Registration Statement.  We have 
conferred with officers of the Company and have 
examined the originals or certified, conformed or 
photostatic copies of such records of the Company, 
certificates of officers of the Company, 
certificates of public officials and such other 
documents as we have deemed relevant and necessary 
as the basis for the opinion set forth herein.  In 
all such examinations, we have assumed the 
genuineness of all signatures, the authenticity of 
all documents submitted and reviewed by us as 
originals or duplicate originals and the conformity 
to original documents of all documents submitted to 
us as certified, photostatic or conformed copies, 
the correctness and completeness of such 
certificates, the due authorization, execution and 
delivery of all documents by persons, where due 
authorization, execution and delivery are 
prerequisites to the effectiveness thereof, and the 
absence of any impairment, legal or otherwise, 
affecting the performance by all parties to such 
documents (other than the Company), which 
assumptions we have not independently verified.
Based upon and subject to the foregoing and 
such other matters of fact and questions of law as 
we have deemed relevant in the circumstances, and in 
reliance thereon, it is our opinion that, when and 
if:
(a)	The Registration Statement shall have 
become effective, as the same may hereafter be 
amended; and
(b)	The Shares to be sold shall have been sold 
as contemplated in the Registration Statement;
then upon the happening of each of the events set 
forth in paragraphs (a) and (b), inclusive, above:
The Shares being sold, upon execution and 
delivery of proper certificates therefor, will 
be duly authorized, validly issued and 
outstanding, fully paid and non-assessable 
shares of Common Stock of the Company.
The undersigned hereby consent to the use of 
their name in the Registration Statement and in the 
Prospectus forming a part of the Registration 
Statement, and to the reference to this opinion 
contained therein under the caption of the 
Prospectus entitled "Legal Opinions ."
This opinion is limited to the matters set 
forth herein, and may not be relied upon in any 
manner by any other person or used for any other 
purpose other than in connection with the corporate 
authority for the issuance of Common Stock.
	Very truly yours,
/s/Greenberg Traurig 
Hoffman  Lipoff Rosen & 
Quentel
GREENBERG 
TRAURIG HOFFMAN  
LIPOFF ROSEN & 
QUENTEL

Exhibit 24.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference, in 
this registration statement on Form S-8, of our 
report dated February 26, 1997, on our audits of the 
financial statements of The Network Connection, Inc. 
which report is included in the Company's Annual 
Report on Form 10-KSB.

Atlanta,Georgia
COOPERS & LYBRAND, L.L.P.
September 29, 1997