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.
1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(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		2,000 shares		$6.75		$13,500		$4.09

Common Stock 
$.001 par value 
per share		1,000 shares		$13.26		$13,260		$4.02

Common Stock 
$.001 par value 
per share		1,000 shares		$9.62		$9,620		$2.92

Common Stock 
$.001 par value 
per share		5,000 shares		$10.25		$51,250		$15.53

Common Stock 
$.001 par value 
per share		5,000 shares		$8.00		$40,000		$12.12

Common Stock 
$.001 par value 
per share		86,000 shares		$7.8125		$671,875	$203.60

Total Registration Fee 								$242.28	

(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 1995 Stock Option Plan for Non-Employee Directors.
 (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 1995 Directors Plan options, which such shares underlie, and 
the average of the high and low prices of the Company's Common Stock on 
the Nasdaq SmallCap Market on October 17, 1997 with respect to 86,000 
shares underlying 86,000 Directors Plan options not yet granted.

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.	Plan Information.
1995 Stock Option Plan for Non-Employee Directors
	The Company established the 1995 Stock Option 
Plan for Non-Employee Directors (the "Directors 
Plan") on November 15, 1995.  The purpose of the 
Directors Plan is to provide additional incentive to 
the non-employee directors of the Company who share 
a significant role in and responsibility for guiding 
management's planning for the growth of the Company.  
Under the Directors Plan, which is administered by a 
committee of the Company's Board of Directors the 
members of which are not eligible to participate in 
the Directors Plan (the "Committee"), each eligible 
Non-Employee Director in office on September 1, 1995 
was granted non-qualified options on that date to 
acquire 1,000 shares of the Company's common stock, 
$.001 par value per share (the "Common Stock"), each 
eligible Non-Employee Director will be granted non-
qualified options to acquire 1,000 shares of the 
Company's Common Stock on the date of election to 
the Company's Board of Directors, and each eligible 
Non-Employee Director will be granted non-qualified 
options to acquire shares of the Company's Common 
Stock on each succeeding anniversary of the date 
upon which such eligible Non-Employee Director 
became a director of the Company (or the first 
succeeding business day thereafter of which the 
Common Stock is traded on the principal securities 
exchange on which it is listed).  The exercise price 
per share of Common Stock for which each option is 
exercisable shall be 100% of the fair market value 
per share of Common Stock on the date the Option is 
granted, which shall be the average of the high and 
low price of the stock based upon its consolidated 
trading as generally reported for the principal 
securities exchange on which the Company's Common 
Stock is listed.  Each option granted under the Plan 
shall become exercisable in two equal installments, 
the exercise date for the first installment being 
the first anniversary of the date of option grant 
and the exercise date for the second installment 
being the second anniversary thereof.  Each option 
granted under the Plan shall expire five years from 
the date of grant, and shall be subject to earlier 
termination as hereinafter provided.  In the event 
of the termination of service on the Board by the 
holder of any option granted under the Directors 
Plan, other than by reason of mandatory retirement, 
permanent disability or death, the then outstanding 
options of such holder shall be exercisable only to 
the extent that they were exercisable on the date of 
such termination and shall expire three months after 
such termination, or on their stated expiration 
date, whichever occurs first.  In the event of 
termination of service by reason of mandatory 
retirement pursuant to Board policy or permanent 
disability of the holder of any option, each of such 
holder's then outstanding options granted under the 
Directors Plan will continue to become exercisable 
in accordance with the terms set forth above, but 
the holder shall be entitled to exercise such 
options (including any portions that become 
exercisable after termination) within three years of 
such termination, but in no event shall any affected 
option be exercisable after its expiration date.  In 
the event of the death of the holder of any option, 
each of the then outstanding options of such holder 
shall become immediately exercisable in full, and 
shall be exercisable by the holder's legal 
representative at any time within a period of three 
years after death, but in no event shall any 
affected option be exercisable after its expiration 
date.  However, if the holder dies within two years 
following termination of service on the Board by 
reason of mandatory retirement or permanent 
disability, any option granted under the Directors 
Plan shall be exercisable only until the earlier of 
(x) the later of (i) one year after the holder's 
death or (ii) two years after such termination, or 
(y) the expiration date of the option.  The option 
exercise price shall be paid in cash and the cash 
price can be paid with the proceeds of a loan from 
the Company to the participant for such purpose or 
by the surrender of shares of Common Stock of the 
Company, valued at their fair market value on the 
date of exercise, or by any combination of cash and 
such shares.
	The Company's Stock Option Committee has 
granted options under the Directors Plan for 
purchase of an aggregate 14,000 shares of Common 
Stock, leaving 86,000 options available for grant.
Item 2.	Registrant Information and Directors Plan 
Annual Information.
	All persons granted Directors Plan options 
under the Directors Plan may, upon written or oral 
request, without charge, obtain copies of all 
documents incorporated by reference in this 
Registration Statement, and those documents are 
incorporated by reference in this Prospectus and the 
Registration Statement of which it is a part.  Such 
persons may also, upon written or oral request, 
without charge, obtain copies of all documents 
required to be delivered to Company employees 
pursuant to Rule 428(b) promulgated by the 
Securities and Exchange Commission (the 
"Commission") under the Securities Act of 1933, as 
amended (the "Securities Act").  Any request for 
such documents should be addressed to Bryan Carr, 
Chief Operating Officer and Chief Financial Officer, 
The Network Connection, Inc., 1324 Union Hill Road, 
Alpharetta, Georgia 30004, telephone number (770) 
751-0889.



PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.	Incorporation of Documents by Reference
		The following documents filed by the 
Company with the Commission are incorporated herein 
by reference:
 (i)  The Company's Annual Report on Form 
10-KSB for the fiscal year ended December 31, 1996;
(ii)  The Company's Proxy Statements for 
its Annual Meetings of Stockholders held June 7, 
1996 and June 12, 1997;
(iii)  The Company's Current Reports on 
Form 8-K dated September 29, 1995, March 14, 1996, 
June 21, 1996, February 21, 1997 and May 8, 1997; 
and
 (iv)  The description of the Company's 
Common Stock, par value $.001 per share, contained 
in the Prospectus dated May 11, 1995, forming a part 
of the Company's Registration Statement on Form SB-2 
(Registration No. 33-85654) filed with the 
Commission pursuant to Rule 424(b).
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,as amended (the 
"Exchange Act") 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 4.	Description of Securities.
Not applicable.
Item 5.	Interests of Named Experts and Counsel.
The financial statements of The Network 
Connection, Inc. included in the Company's Annual 
Report on Form 10-KSB for the fiscal year ended 
December 31, 1996 have been audited by Coopers & 
Lybrand L.L.P., independent auditors, as set forth 
in their report thereon included therein and 
incorporated herein by reference.  Such financial 
statements are incorporated herein by reference in 
reliance upon such report given upon the authority 
of such firm as experts in accounting and auditing.
Item 6.	Indemnification of Directors and Officers.
The information previously supplied in 
response to Item 24 of the Company's Registration 
Statement on Form SB-2 (Registration No. 33-85654) 
is incorporated herein by reference.
Item 7.	Exemption from Registration Claimed
Not applicable.
Item 8. 	Exhibits
	4.1	--	1995 Stock Option Plan for Non-
Employee Directors (  Incorporated by reference to the Company's Proxy 
Statement for its 1996 Annual Meeting of 
Stockholders held June 7, 1996).
	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)
Item 9.	Undertakings.
	(a)	The undersigned registrant hereby 
undertakes:
(1)	To file, during any period in which 
offers or sales are being made, a post-
effective amendment to this registration 
statement:
(i)	To include any prospectus 
required by Section 10(a)(3) of the 
Securities Act;
(ii)	To reflect in the prospectus any 
facts or events arising after the 
effective date of the registration 
statement (or the most recent post-
effective amendment thereof) which, 
individually or in the aggregate, 
represent a fundamental change in the 
information set forth in the registration 
statement;
(iii)	To include any material 
information with respect to the plan of 
distribution not previously disclosed in 
the registration statement of any material 
change to such information in the 
registration statement;
provided, however, that paragraphs (1)(i) 
and (1)(ii) do not apply if the registration 
statement is on From S-3 or Form S-8, and the 
information required to be included in a post-
effective amendment by those paragraphs is 
contained in periodic reports filed by the 
registrant pursuant to Section 13 or 15(d) of 
the Exchange Act that are incorporated by 
reference in the registration statement.
(2)	That, for the purpose of determining 
any liability under the Securities 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.
(3)	To remove from registration by means 
of a post-effective amendment any of the 
securities being registered which remain unsold 
at the termination of the offering.
(b)	The undersigned registrant hereby 
undertakes that, for purposes of determining any 
liability under the Securities 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.
(c)	Insofar as indemnification for liabilities 
arising under the Securities 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 Commission such indemnification 
is against public policy as expressed in the 
Securities Act and is, therefore, unenforceable.  In 
the event 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 of the registrant 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 Securities Act and will be governed 
by the final adjudication of such issue.

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
		1995 Stock Option Plan for Non-Employee 
Directors
Gentlemen:
We refer to the public offering of up to one 
hundred thousand (100,000) 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 
1954 Stock Option Plan for Non-Employee Directors 
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": 20012}]
{"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": "333-38313", "film-number": "97698493"}, "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.
1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(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		2,000 shares		$6.75		$13,500		$4.09

Common Stock 
$.001 par value 
per share		1,000 shares		$13.26		$13,260		$4.02

Common Stock 
$.001 par value 
per share		1,000 shares		$9.62		$9,620		$2.92

Common Stock 
$.001 par value 
per share		5,000 shares		$10.25		$51,250		$15.53

Common Stock 
$.001 par value 
per share		5,000 shares		$8.00		$40,000		$12.12

Common Stock 
$.001 par value 
per share		86,000 shares		$7.8125		$671,875	$203.60

Total Registration Fee 								$242.28	

(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 1995 Stock Option Plan for Non-Employee Directors.
 (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 1995 Directors Plan options, which such shares underlie, and 
the average of the high and low prices of the Company's Common Stock on 
the Nasdaq SmallCap Market on October 17, 1997 with respect to 86,000 
shares underlying 86,000 Directors Plan options not yet granted.

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.	Plan Information.
1995 Stock Option Plan for Non-Employee Directors
	The Company established the 1995 Stock Option 
Plan for Non-Employee Directors (the "Directors 
Plan") on November 15, 1995.  The purpose of the 
Directors Plan is to provide additional incentive to 
the non-employee directors of the Company who share 
a significant role in and responsibility for guiding 
management's planning for the growth of the Company.  
Under the Directors Plan, which is administered by a 
committee of the Company's Board of Directors the 
members of which are not eligible to participate in 
the Directors Plan (the "Committee"), each eligible 
Non-Employee Director in office on September 1, 1995 
was granted non-qualified options on that date to 
acquire 1,000 shares of the Company's common stock, 
$.001 par value per share (the "Common Stock"), each 
eligible Non-Employee Director will be granted non-
qualified options to acquire 1,000 shares of the 
Company's Common Stock on the date of election to 
the Company's Board of Directors, and each eligible 
Non-Employee Director will be granted non-qualified 
options to acquire shares of the Company's Common 
Stock on each succeeding anniversary of the date 
upon which such eligible Non-Employee Director 
became a director of the Company (or the first 
succeeding business day thereafter of which the 
Common Stock is traded on the principal securities 
exchange on which it is listed).  The exercise price 
per share of Common Stock for which each option is 
exercisable shall be 100% of the fair market value 
per share of Common Stock on the date the Option is 
granted, which shall be the average of the high and 
low price of the stock based upon its consolidated 
trading as generally reported for the principal 
securities exchange on which the Company's Common 
Stock is listed.  Each option granted under the Plan 
shall become exercisable in two equal installments, 
the exercise date for the first installment being 
the first anniversary of the date of option grant 
and the exercise date for the second installment 
being the second anniversary thereof.  Each option 
granted under the Plan shall expire five years from 
the date of grant, and shall be subject to earlier 
termination as hereinafter provided.  In the event 
of the termination of service on the Board by the 
holder of any option granted under the Directors 
Plan, other than by reason of mandatory retirement, 
permanent disability or death, the then outstanding 
options of such holder shall be exercisable only to 
the extent that they were exercisable on the date of 
such termination and shall expire three months after 
such termination, or on their stated expiration 
date, whichever occurs first.  In the event of 
termination of service by reason of mandatory 
retirement pursuant to Board policy or permanent 
disability of the holder of any option, each of such 
holder's then outstanding options granted under the 
Directors Plan will continue to become exercisable 
in accordance with the terms set forth above, but 
the holder shall be entitled to exercise such 
options (including any portions that become 
exercisable after termination) within three years of 
such termination, but in no event shall any affected 
option be exercisable after its expiration date.  In 
the event of the death of the holder of any option, 
each of the then outstanding options of such holder 
shall become immediately exercisable in full, and 
shall be exercisable by the holder's legal 
representative at any time within a period of three 
years after death, but in no event shall any 
affected option be exercisable after its expiration 
date.  However, if the holder dies within two years 
following termination of service on the Board by 
reason of mandatory retirement or permanent 
disability, any option granted under the Directors 
Plan shall be exercisable only until the earlier of 
(x) the later of (i) one year after the holder's 
death or (ii) two years after such termination, or 
(y) the expiration date of the option.  The option 
exercise price shall be paid in cash and the cash 
price can be paid with the proceeds of a loan from 
the Company to the participant for such purpose or 
by the surrender of shares of Common Stock of the 
Company, valued at their fair market value on the 
date of exercise, or by any combination of cash and 
such shares.
	The Company's Stock Option Committee has 
granted options under the Directors Plan for 
purchase of an aggregate 14,000 shares of Common 
Stock, leaving 86,000 options available for grant.
Item 2.	Registrant Information and Directors Plan 
Annual Information.
	All persons granted Directors Plan options 
under the Directors Plan may, upon written or oral 
request, without charge, obtain copies of all 
documents incorporated by reference in this 
Registration Statement, and those documents are 
incorporated by reference in this Prospectus and the 
Registration Statement of which it is a part.  Such 
persons may also, upon written or oral request, 
without charge, obtain copies of all documents 
required to be delivered to Company employees 
pursuant to Rule 428(b) promulgated by the 
Securities and Exchange Commission (the 
"Commission") under the Securities Act of 1933, as 
amended (the "Securities Act").  Any request for 
such documents should be addressed to Bryan Carr, 
Chief Operating Officer and Chief Financial Officer, 
The Network Connection, Inc., 1324 Union Hill Road, 
Alpharetta, Georgia 30004, telephone number (770) 
751-0889.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.	Incorporation of Documents by Reference
		The following documents filed by the 
Company with the Commission are incorporated herein 
by reference:
 (i)  The Company's Annual Report on Form 
10-KSB for the fiscal year ended December 31, 1996;
(ii)  The Company's Proxy Statements for 
its Annual Meetings of Stockholders held June 7, 
1996 and June 12, 1997;
(iii)  The Company's Current Reports on 
Form 8-K dated September 29, 1995, March 14, 1996, 
June 21, 1996, February 21, 1997 and May 8, 1997; 
and
 (iv)  The description of the Company's 
Common Stock, par value $.001 per share, contained 
in the Prospectus dated May 11, 1995, forming a part 
of the Company's Registration Statement on Form SB-2 
(Registration No. 33-85654) filed with the 
Commission pursuant to Rule 424(b).
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,as amended (the 
"Exchange Act") 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 4.	Description of Securities.
Not applicable.
Item 5.	Interests of Named Experts and Counsel.
The financial statements of The Network 
Connection, Inc. included in the Company's Annual 
Report on Form 10-KSB for the fiscal year ended 
December 31, 1996 have been audited by Coopers & 
Lybrand L.L.P., independent auditors, as set forth 
in their report thereon included therein and 
incorporated herein by reference.  Such financial 
statements are incorporated herein by reference in 
reliance upon such report given upon the authority 
of such firm as experts in accounting and auditing.
Item 6.	Indemnification of Directors and Officers.
The information previously supplied in 
response to Item 24 of the Company's Registration 
Statement on Form SB-2 (Registration No. 33-85654) 
is incorporated herein by reference.
Item 7.	Exemption from Registration Claimed
Not applicable.
Item 8. 	Exhibits
	4.1	--	1995 Stock Option Plan for Non-
Employee Directors (  Incorporated by reference to the Company's Proxy 
Statement for its 1996 Annual Meeting of 
Stockholders held June 7, 1996).
	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)
Item 9.	Undertakings.
	(a)	The undersigned registrant hereby 
undertakes:
(1)	To file, during any period in which 
offers or sales are being made, a post-
effective amendment to this registration 
statement:
(i)	To include any prospectus 
required by Section 10(a)(3) of the 
Securities Act;
(ii)	To reflect in the prospectus any 
facts or events arising after the 
effective date of the registration 
statement (or the most recent post-
effective amendment thereof) which, 
individually or in the aggregate, 
represent a fundamental change in the 
information set forth in the registration 
statement;
(iii)	To include any material 
information with respect to the plan of 
distribution not previously disclosed in 
the registration statement of any material 
change to such information in the 
registration statement;
provided, however, that paragraphs (1)(i) 
and (1)(ii) do not apply if the registration 
statement is on From S-3 or Form S-8, and the 
information required to be included in a post-
effective amendment by those paragraphs is 
contained in periodic reports filed by the 
registrant pursuant to Section 13 or 15(d) of 
the Exchange Act that are incorporated by 
reference in the registration statement.
(2)	That, for the purpose of determining 
any liability under the Securities 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.
(3)	To remove from registration by means 
of a post-effective amendment any of the 
securities being registered which remain unsold 
at the termination of the offering.
(b)	The undersigned registrant hereby 
undertakes that, for purposes of determining any 
liability under the Securities 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.
(c)	Insofar as indemnification for liabilities 
arising under the Securities 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 Commission such indemnification 
is against public policy as expressed in the 
Securities Act and is, therefore, unenforceable.  In 
the event 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 of the registrant 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 Securities Act and will be governed 
by the final adjudication of such issue.

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
		1995 Stock Option Plan for Non-Employee 
Directors
Gentlemen:
We refer to the public offering of up to one 
hundred thousand (100,000) 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 
1954 Stock Option Plan for Non-Employee Directors 
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