As filed with the Securities and Exchange Commission on June 22, 2000

                              Registration No. 33-

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

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

                        Computer Task Group, Incorporated
             (Exact name of registrant as specified in its charter)

          New York                                  16-0912632
(State or other jurisdiction of         (I.R.S.Employer Identification No.)
incorporation or organization)

                  800 Delaware Avenue, Buffalo, New York 14209
          (Address of Principal Executive Offices, Including Zip Code)

            Computer Task Group, Incorporated 2000 Equity Award Plan
                            (Full Title of the Plan)

                                                 Copy to:
Peter P. Radetich, Esq.                          Ward B. Hinkle, Esq.
Computer Task Group, Incorporated                Hodgson, Russ, Andrews, Woods
800 Delaware Avenue                                 & Goodyear LLP
Buffalo, New York  14209                         One M&T Plaza-Suite 2000
(716) 882-8000                                   Buffalo, New York  14203
(Name, address and telephone                     (716) 856-4000
number of agent for service)

                         Calculation of Registration Fee

<TABLE>

<S>                           <C>            <C>            <C>            <C>

                                             Proposed       Proposed
                                             Maximum        Maximum
                                             Offering       Aggregate
Title of Securities           Amount to be   Price          Offering       Amount of
to be Registered              Registered     Per Share      Price(1)       Registration Fee
---------------------------------------------------------------------------------------------
Common Stock, par value $.01  2,000,000      $6.00          $12,000,000    $3,168
---------------------------------------------------------------------------------------------
</TABLE>

(1)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance  with Rule 457(c) and based upon the average of the high and low
     prices for the shares on the New York Stock  Exchange  composite  reporting
     system on June 20, 2000.

                                     PART II

               Information Required in the Registration Statement

ITEM 3.  Incorporation of Documents by Reference

     The following  documents filed with the Securities and Exchange  Commission
(the "Commission") are incorporated herein by reference:

     (a)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          December 31, 1999 as filed pursuant to Section 13(a) of the Securities
          Exchange Act of 1934 (the "Exchange Act");

     (b)  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 Annual
          Report referred to in (a) above; and

     (c)  The  description  of the  Registrant's  Common Stock  contained in the
          Registrant's  registration  statement filed with the Commission  under
          Section 12 of the  Exchange  Act,  including  any  amendment or report
          filed for the purpose of updating such description.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  registered hereby
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed  incorporated  by  reference  herein and to be a part  hereof from the
respective dates of the filing of such documents.

ITEM 4.  Description of Securities

     Not Applicable.


ITEM 5.  Interests of Named Experts and Counsel

     Certain legal matters with respect to the Common Stock being offered hereby
have been passed upon by Peter P. Radetich, Secretary and General Counsel to the
Registrant.  As of June 13, 2000 Mr. Radetich beneficially owned Common Stock of
the  Registrant  in an amount  equal to less than one  percent of the issued and
outstanding shares.

ITEM 6.  Indemnification of Directors and Officers

     Section  722(a)  of the New  York  Business  Corporation  Law  (the  "BCL")
generally  provides  that a  corporation  shall have the power to indemnify  any
person made, or threatened to be made, a party to an action or proceeding (other
than one by or in the right of the  corporation  to  procure a  judgment  in its
favor), whether civil or criminal, including an action by or in the right of any
other corporation of any type or kind, or any partnership, joint venture, trust,
employee benefit plan or other enterprise,  which any director or officer of the
corporation served in any capacity at the request of the corporation,  by reason
of the fact that he or she was a  director  or officer  of the  corporation,  or
served such other  corporation,  partnership,  joint  venture,  trust,  employee
benefit plan or other  enterprise in any  capacity,  against  judgments,  fines,
amounts paid in settlement and reasonable  expenses,  including  attorneys' fees
actually and necessarily  incurred as a result of such action or proceeding,  or
any  appeal  therein,  if such  director  or  officer  acted in good faith for a
purpose which he or she reasonably  believed to be in or, in the case of service
for any other corporation,  partnership,  joint venture, trust, employee benefit
plan or other enterprise,  not opposed to, the best interests of the corporation
and, in criminal actions or proceedings, in addition, had no reasonable cause to
believe that his or her conduct was unlawful. In addition, Section 722(c) of the
BCL provides that a corporation  may indemnify any person made, or threatened to
be made, a party to an action by or in the right of the corporation to procure a
judgment  in its favor by reason of the fact that he or she is or was a director
or  officer  of the  corporation,  or is or was  serving  at the  request of the
corporation  as a director  or officer of any other  corporation  of any type or
kind, any  partnership,  joint venture,  trust,  employee  benefit plan or other
enterprise,   against  amounts  paid  in  settlement  and  reasonable  expenses,
including  attorneys' fees,  actually and necessarily  incurred by him or her in
connection with the defense or settlement of such action,  or in connection with
an appeal  therein,  if such  director or officer  acted,  in good faith,  for a
purpose which he or she reasonably  believed to be in or, in the case of service
for any other  corporation or any partnership,  joint venture,  trust,  employee
benefit  plan or other  enterprise,  not opposed to, the best  interests  of the
corporation,  except that no indemnification  under this paragraph shall be made
in respect of (1) a  threatened  action or a pending  action which is settled or
otherwise disposed of, or (2) any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation, unless and only to the
extent  that the court in which the  action  was  brought,  or if no action  was
brought, any court of competent jurisdiction,  determines upon application that,
in  view of all  the  circumstances  of the  case,  the  person  is  fairly  and
reasonably  entitled to indemnity for such portion of the settlement  amount and
expenses  as the  court  deems  proper.  Article V of the  Registrant's  By-laws
requires the  Registrant  to indemnify its officers and directors to the fullest
extent in  accordance  with and  permitted  by law for the  defense of civil and
criminal  proceedings  against  them by reason of their  service as  officers or
directors.

     Section 723 of the BCL provides that a person who has been  successful,  on
the  merits  or  otherwise,  in the  defense  of a civil or  criminal  action or
proceeding  of the  character  described in BCL section 722 shall be entitled to
indemnification  as authorized  in such section.  Except where a person has been
successful  in such  matters,  any  indemnification  under  BCL  Section  722 or
otherwise  permitted  by law,  unless  ordered  by a  court,  shall be made by a
corporation,  only if  authorized in the specific case by the Board of Directors
or shareholders  pursuant to BCL Section 723. In no event may indemnification be
made to or on behalf of any  director  or officer if a judgment  or other  final
adjudication adverse to the director or officer establishes that his or her acts
were  committed  in bad  faith or were  the  result  of  active  and  deliberate
dishonesty and were material to the cause of action so  adjudicated,  or that he
or she personally  gained in fact a financial profit or other advantage to which
he or she was not legally entitled.

     The BCL also empowers the Registrant to purchase and maintain certain types
of directors and officers liability insurance. The Registrant has purchased such
insurance  (effective  through  April 1, 2002) which,  in general,  provides for
indemnification of officers and directors for any damages,  costs or expenses up
to  $20,000,000,  less a $250,000  deductible  for the  Registrant  and a $5,000
deductible per director  ($50,000  maximum),  which they are legally required to
pay,  resulting  from  any  error,  misstatement,   misleading  statement,  act,
omission, neglect or breach of duty committed,  attempted or allegedly committed
or  attempted  by such  officers or  directors  (subject to certain  exceptions)
solely by reason of their status as such. Such insurance does not cover fines or
penalties  imposed  by law or  losses  which  are not  reimbursable  by law.  If
available on terms and conditions deemed  reasonable,  the Registrant intends to
purchase similar insurance in the future.

     Section  402(b)  of  the  BCL  generally   provides  that  a  corporation's
certificate of incorporation  may set forth a provision  eliminating or limiting
the personal  liability of directors to the corporation or its  shareholders for
damages for any breach of duty in such capacity, provided that no such provision
shall  eliminate  or limit the  liability of any director if a judgment or other
final  adjudication  adverse to him or her  establishes  that his or her acts or
omissions  were in bad faith or  involved  intentional  misconduct  or a knowing
violation of law or that he or she personally  gained in fact a financial profit
or other  advantage  to which he or she was not legally  entitled or that his or
her  acts  violated  Section  719 of the  BCL  (generally  prohibiting  unlawful
dividends or distributions, share repurchases,  distributions after dissolution,
or loans).  The  Registrant's  Certificate  of  Incorporation  provides  that no
director of the Registrant  shall be personally  liable to the Registrant or its
shareholders for damages or any breach of duty in such capacity  occurring after
May 25, 1988, except as otherwise provided by law.

     The foregoing is only a summary of the  described  sections of the New York
Business  Corporation  Law and is qualified in its entirety by reference to such
sections.

ITEM 7.  Exemption from Registration Claimed

     Not applicable.


ITEM 8.  Exhibits

     4. Computer Task Group, Incorporated 2000 Equity Award Plan

     5.  Opinion  of  Peter P.  Radetich,  Secretary  and  General  Counsel  for
Registrant as to legality of securities being registered

     23.  (a) Consent of Peter P. Radetich, Secretary and General Counsel

          (b) Consent of Deloitte & Touche LLP

     24. Power of Attorney

ITEM 9.  Undertakings

     (a) The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective  amendment to this  registration  statement:  (i) to
     include any prospectus  required by section  10(a)(3) of the Securities Act
     of 1933;  (ii) to reflect  in the  prospectus  any facts or events  arising
     after the effective date of the registration  statement (or the most recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     registration  statement;  (iii) to include any  material  information  with
     respect  to the  plan  of  distribution  not  previously  disclosed  in the
     registration  statement or any material  change to such  information in the
     registration  statement;  provided,  however, that paragraphs (a)(1)(i) and
     (a)(1)(ii)  do not apply if the  registration  statement  is on Form 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  Section  15(d) of the  Securities
     Exchange Act of 1934 that are incorporated by reference in the registration
     statement;

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, each 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

          (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 of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  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) The undersigned  registrant hereby undertakes to deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual  report to security  holders that is  incorporated  by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Article 3 of Regulations S-X is not set forth in the prospectus,  to deliver, or
cause to be  delivered to each person to whom the  prospectus  is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.

     (d) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against public policy as expressed in such
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.

                  [Remainder of Page Intentionally Left Blank]

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Buffalo, State of New York, on June 13, 2000.

                                       COMPUTER TASK GROUP, INCORPORATED

                                       BY:  /s/ Gale S. Fitzgerald
                                            ------------------------------------
                                            Gale S. Fitzgerald
                                            Chairman and Chief Executive Officer

<PAGE>

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints JAMES R. BOLDT and PETER P. RADETICH, and each of
them  severally,  his or her true and lawful  attorneys-in-fact  and agents with
full  power of  substitution,  for him or her and in his or her name,  place and
stead,  in any and all  capacities,  to sign any and all  amendments  (including
post-effective  amendments) to this registration statement and to file the same,
with all exhibits thereto, and all documents in connection  therewith,  with the
Securities and Exchange  Commission,  granting unto such  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing requisite and necessary to be in and about the premises,  as
fully to all  intents  and  purposes  as he or she might or could do in  person,
hereby  ratifying and confirming all that such  attorneys-in-fact  and agents or
each of them or their or his or her  substitutes  may lawfully do or cause to be
done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signature                            Title                         Date


(a) Principal Executive Officer

                                     Chairman, Chief Executive
    /s/ Gale S. Fitzgerald           Officer and Director          June 13, 2000
    Gale S. Fitzgerald


(b) Principal Financial and Accounting Officer

                                     Vice President and
    /s/ James R. Boldt               Chief Financial Officer       June 13, 2000
    James R. Boldt


(c)  Directors                                                     Date

    /s/ Gale S. Fitzgerald                                         June 13, 2000



    /s/ Randolph A. Marks
    Randolph A. Marks                                              May 31, 2000


    /s/ R. Keith Elliott
    R. Keith Elliott                                               June 13, 2000


     /s/ Richard L. Crandall
     Richard L. Crandall                                           June 13, 2000


    /s/ George B. Beitzel
    George B. Beitzel                                              May 31, 2000


    /s/ Barbara Z. Shattuck
    Barbara Z. Shattuck                                            June 13, 2000

<PAGE>

                                  EXHIBIT INDEX

                                                                         Page or
Exhibit No.   Description                                              Reference


4             Copy of Computer Task Group,
              Incorporated 2000 Equity Award   Plan                        (1)


5             Opinion of Peter P. Radetich,
              Secretary and General Counsel to Registrant as to
              legality of securities being registered                    Page 9

23 (a)        Consent of Peter P. Radetich,
              Secretary and General Counsel (included in Exhibit No. 5)  Page 9

23 (b)        Consent of Deloitte & Touche LLP                           Page 10

24            Power of Attorney (included on page 6 of this registration
              statement)

(1)  Filed as Appendix A to the  Registrant's  definitive  Proxy Statement dated
     March 29,  2000 in  connection  with the  Registrant's  annual  meeting  of
     shareholders held on April 26, 2000 and incorporated herein by reference.

<PAGE>

Exhibit 5
Exhibit 23(a)


                                                                   June 13, 2000


Computer Task Group, Incorporated
800 Delaware Avenue
Buffalo, New York   14209

Dear Sirs:

     You  have   requested  an  opinion  of  counsel  in  connection   with  the
Registration  Statement on Form S-8 (the  "Registration  Statement") of Computer
Task Group,  Incorporated  (the "Company") to be filed on or about June 14, 2000
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended  (the "Act") with  respect to  2,000,000  shares (the  "Shares")  of the
Company's  common  stock,  $.01 par value,  to be issued under the Computer Task
Group, Incorporated 2000 Equity Award Plan (the "Plan").

     In  connection  with the  opinions  set  forth in this  letter,  I have (1)
examined and relied upon originals or copies, certified or otherwise indentified
to my satisfaction,  of documents,  corporate records and other instruments, (2)
made such inquiries as to questions of fact of officers and  representatives  of
the Company and the proceedings  relating to and actions taken by the Company in
connection  with the  adoption  or  amendment  of the  Plan,  and (3) made  such
examination of law, as I have deemed necessary or appropriate for the purpose of
giving the opinions  expressed  herein. I do not express any opinion  concerning
any law other than the law of the State of New York and the  federal  law of the
United States of America.

     Based  upon and  subject to the  foregoing,  I am of the  opinion  that the
Shares have been duly  authorized  and, when issued and sold in accordance  with
the terms of the Plan, will be legally issued, fully paid, and nonassessable.

     I hereby  consent  to the  filing  of this  opinion  as an  exhibit  to the
Registration Statement. Very truly yours,



                                                          /s/ Peter P. Radetich
                                                              Peter P. Radetich
                                                              General Counsel

<PAGE>

Exhibit 23(b)


                          INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
Computer Task Group,  Incorporated  on Form S-8 of our reports dated February 4,
2000,  appearing in and  incorporated  by reference in the Annual Report on Form
10-K of Computer Task Group, Inc. for the year ended December 31, 1999.

DELOITTE & TOUCHE LLP

Buffalo, N.Y.
June 13, 2000
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 23672}]
{"company-data": {"conformed-name": "COMPUTER TASK GROUP INC", "cik": "0000023111", "assigned-sic": "7371", "irs-number": "160912632", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39936", "film-number": "659547"}, "business-address": {"street1": "800 DELAWARE AVE", "city": "BUFFALO", "state": "NY", "zip": "14209", "phone": "7168828000"}, "mail-address": {"street1": "800 DELAWARE AVE", "city": "BUFFALO", "state": "NY", "zip": "14209"}, "former-company": {"former-conformed-name": "MARKS BAER INC", "date-changed": "19690128"}}
As filed with the Securities and Exchange Commission on June 22, 2000

                              Registration No. 33-

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

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

                        Computer Task Group, Incorporated
             (Exact name of registrant as specified in its charter)

          New York                                  16-0912632
(State or other jurisdiction of         (I.R.S.Employer Identification No.)
incorporation or organization)

                  800 Delaware Avenue, Buffalo, New York 14209
          (Address of Principal Executive Offices, Including Zip Code)

            Computer Task Group, Incorporated 2000 Equity Award Plan
                            (Full Title of the Plan)

                                                 Copy to:
Peter P. Radetich, Esq.                          Ward B. Hinkle, Esq.
Computer Task Group, Incorporated                Hodgson, Russ, Andrews, Woods
800 Delaware Avenue                                 & Goodyear LLP
Buffalo, New York  14209                         One M&T Plaza-Suite 2000
(716) 882-8000                                   Buffalo, New York  14203
(Name, address and telephone                     (716) 856-4000
number of agent for service)

                         Calculation of Registration Fee
Proposed       Proposed
                                             Maximum        Maximum
                                             Offering       Aggregate
Title of Securities           Amount to be   Price          Offering       Amount of
to be Registered              Registered     Per Share      Price(1)       Registration Fee
---------------------------------------------------------------------------------------------
Common Stock, par value $.01  2,000,000      $6.00          $12,000,000    $3,168
---------------------------------------------------------------------------------------------
(1)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance  with Rule 457(c) and based upon the average of the high and low
     prices for the shares on the New York Stock  Exchange  composite  reporting
     system on June 20, 2000.

                                     PART II

               Information Required in the Registration Statement

ITEM 3.  Incorporation of Documents by Reference

     The following  documents filed with the Securities and Exchange  Commission
(the "Commission") are incorporated herein by reference:

     (a)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          December 31, 1999 as filed pursuant to Section 13(a) of the Securities
          Exchange Act of 1934 (the "Exchange Act");

     (b)  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 Annual
          Report referred to in (a) above; and

     (c)  The  description  of the  Registrant's  Common Stock  contained in the
          Registrant's  registration  statement filed with the Commission  under
          Section 12 of the  Exchange  Act,  including  any  amendment or report
          filed for the purpose of updating such description.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  registered hereby
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed  incorporated  by  reference  herein and to be a part  hereof from the
respective dates of the filing of such documents.

ITEM 4.  Description of Securities

     Not Applicable.

ITEM 5.  Interests of Named Experts and Counsel

     Certain legal matters with respect to the Common Stock being offered hereby
have been passed upon by Peter P. Radetich, Secretary and General Counsel to the
Registrant.  As of June 13, 2000 Mr. Radetich beneficially owned Common Stock of
the  Registrant  in an amount  equal to less than one  percent of the issued and
outstanding shares.

ITEM 6.  Indemnification of Directors and Officers

     Section  722(a)  of the New  York  Business  Corporation  Law  (the  "BCL")
generally  provides  that a  corporation  shall have the power to indemnify  any
person made, or threatened to be made, a party to an action or proceeding (other
than one by or in the right of the  corporation  to  procure a  judgment  in its
favor), whether civil or criminal, including an action by or in the right of any
other corporation of any type or kind, or any partnership, joint venture, trust,
employee benefit plan or other enterprise,  which any director or officer of the
corporation served in any capacity at the request of the corporation,  by reason
of the fact that he or she was a  director  or officer  of the  corporation,  or
served such other  corporation,  partnership,  joint  venture,  trust,  employee
benefit plan or other  enterprise in any  capacity,  against  judgments,  fines,
amounts paid in settlement and reasonable  expenses,  including  attorneys' fees
actually and necessarily  incurred as a result of such action or proceeding,  or
any  appeal  therein,  if such  director  or  officer  acted in good faith for a
purpose which he or she reasonably  believed to be in or, in the case of service
for any other corporation,  partnership,  joint venture, trust, employee benefit
plan or other enterprise,  not opposed to, the best interests of the corporation
and, in criminal actions or proceedings, in addition, had no reasonable cause to
believe that his or her conduct was unlawful. In addition, Section 722(c) of the
BCL provides that a corporation  may indemnify any person made, or threatened to
be made, a party to an action by or in the right of the corporation to procure a
judgment  in its favor by reason of the fact that he or she is or was a director
or  officer  of the  corporation,  or is or was  serving  at the  request of the
corporation  as a director  or officer of any other  corporation  of any type or
kind, any  partnership,  joint venture,  trust,  employee  benefit plan or other
enterprise,   against  amounts  paid  in  settlement  and  reasonable  expenses,
including  attorneys' fees,  actually and necessarily  incurred by him or her in
connection with the defense or settlement of such action,  or in connection with
an appeal  therein,  if such  director or officer  acted,  in good faith,  for a
purpose which he or she reasonably  believed to be in or, in the case of service
for any other  corporation or any partnership,  joint venture,  trust,  employee
benefit  plan or other  enterprise,  not opposed to, the best  interests  of the
corporation,  except that no indemnification  under this paragraph shall be made
in respect of (1) a  threatened  action or a pending  action which is settled or
otherwise disposed of, or (2) any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation, unless and only to the
extent  that the court in which the  action  was  brought,  or if no action  was
brought, any court of competent jurisdiction,  determines upon application that,
in  view of all  the  circumstances  of the  case,  the  person  is  fairly  and
reasonably  entitled to indemnity for such portion of the settlement  amount and
expenses  as the  court  deems  proper.  Article V of the  Registrant's  By-laws
requires the  Registrant  to indemnify its officers and directors to the fullest
extent in  accordance  with and  permitted  by law for the  defense of civil and
criminal  proceedings  against  them by reason of their  service as  officers or
directors.

     Section 723 of the BCL provides that a person who has been  successful,  on
the  merits  or  otherwise,  in the  defense  of a civil or  criminal  action or
proceeding  of the  character  described in BCL section 722 shall be entitled to
indemnification  as authorized  in such section.  Except where a person has been
successful  in such  matters,  any  indemnification  under  BCL  Section  722 or
otherwise  permitted  by law,  unless  ordered  by a  court,  shall be made by a
corporation,  only if  authorized in the specific case by the Board of Directors
or shareholders  pursuant to BCL Section 723. In no event may indemnification be
made to or on behalf of any  director  or officer if a judgment  or other  final
adjudication adverse to the director or officer establishes that his or her acts
were  committed  in bad  faith or were  the  result  of  active  and  deliberate
dishonesty and were material to the cause of action so  adjudicated,  or that he
or she personally  gained in fact a financial profit or other advantage to which
he or she was not legally entitled.

     The BCL also empowers the Registrant to purchase and maintain certain types
of directors and officers liability insurance. The Registrant has purchased such
insurance  (effective  through  April 1, 2002) which,  in general,  provides for
indemnification of officers and directors for any damages,  costs or expenses up
to  $20,000,000,  less a $250,000  deductible  for the  Registrant  and a $5,000
deductible per director  ($50,000  maximum),  which they are legally required to
pay,  resulting  from  any  error,  misstatement,   misleading  statement,  act,
omission, neglect or breach of duty committed,  attempted or allegedly committed
or  attempted  by such  officers or  directors  (subject to certain  exceptions)
solely by reason of their status as such. Such insurance does not cover fines or
penalties  imposed  by law or  losses  which  are not  reimbursable  by law.  If
available on terms and conditions deemed  reasonable,  the Registrant intends to
purchase similar insurance in the future.

     Section  402(b)  of  the  BCL  generally   provides  that  a  corporation's
certificate of incorporation  may set forth a provision  eliminating or limiting
the personal  liability of directors to the corporation or its  shareholders for
damages for any breach of duty in such capacity, provided that no such provision
shall  eliminate  or limit the  liability of any director if a judgment or other
final  adjudication  adverse to him or her  establishes  that his or her acts or
omissions  were in bad faith or  involved  intentional  misconduct  or a knowing
violation of law or that he or she personally  gained in fact a financial profit
or other  advantage  to which he or she was not legally  entitled or that his or
her  acts  violated  Section  719 of the  BCL  (generally  prohibiting  unlawful
dividends or distributions, share repurchases,  distributions after dissolution,
or loans).  The  Registrant's  Certificate  of  Incorporation  provides  that no
director of the Registrant  shall be personally  liable to the Registrant or its
shareholders for damages or any breach of duty in such capacity  occurring after
May 25, 1988, except as otherwise provided by law.

     The foregoing is only a summary of the  described  sections of the New York
Business  Corporation  Law and is qualified in its entirety by reference to such
sections.

ITEM 7.  Exemption from Registration Claimed

     Not applicable.

ITEM 8.  Exhibits

     4. Computer Task Group, Incorporated 2000 Equity Award Plan

     5.  Opinion  of  Peter P.  Radetich,  Secretary  and  General  Counsel  for
Registrant as to legality of securities being registered

     23.  (a) Consent of Peter P. Radetich, Secretary and General Counsel

          (b) Consent of Deloitte & Touche LLP

     24. Power of Attorney

ITEM 9.  Undertakings

     (a) The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective  amendment to this  registration  statement:  (i) to
     include any prospectus  required by section  10(a)(3) of the Securities Act
     of 1933;  (ii) to reflect  in the  prospectus  any facts or events  arising
     after the effective date of the registration  statement (or the most recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     registration  statement;  (iii) to include any  material  information  with
     respect  to the  plan  of  distribution  not  previously  disclosed  in the
     registration  statement or any material  change to such  information in the
     registration  statement;  provided,  however, that paragraphs (a)(1)(i) and
     (a)(1)(ii)  do not apply if the  registration  statement  is on Form 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  Section  15(d) of the  Securities
     Exchange Act of 1934 that are incorporated by reference in the registration
     statement;

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, each 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

          (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 of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  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) The undersigned  registrant hereby undertakes to deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual  report to security  holders that is  incorporated  by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Article 3 of Regulations S-X is not set forth in the prospectus,  to deliver, or
cause to be  delivered to each person to whom the  prospectus  is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.

     (d) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against public policy as expressed in such
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.

                  [Remainder of Page Intentionally Left Blank]
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Buffalo, State of New York, on June 13, 2000.

                                       COMPUTER TASK GROUP, INCORPORATED

                                       BY:  /s/ Gale S. Fitzgerald
                                            ------------------------------------
                                            Gale S. Fitzgerald
                                            Chairman and Chief Executive Officer
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints JAMES R. BOLDT and PETER P. RADETICH, and each of
them  severally,  his or her true and lawful  attorneys-in-fact  and agents with
full  power of  substitution,  for him or her and in his or her name,  place and
stead,  in any and all  capacities,  to sign any and all  amendments  (including
post-effective  amendments) to this registration statement and to file the same,
with all exhibits thereto, and all documents in connection  therewith,  with the
Securities and Exchange  Commission,  granting unto such  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing requisite and necessary to be in and about the premises,  as
fully to all  intents  and  purposes  as he or she might or could do in  person,
hereby  ratifying and confirming all that such  attorneys-in-fact  and agents or
each of them or their or his or her  substitutes  may lawfully do or cause to be
done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signature                            Title                         Date

(a) Principal Executive Officer

                                     Chairman, Chief Executive
    /s/ Gale S. Fitzgerald           Officer and Director          June 13, 2000
    Gale S. Fitzgerald

(b) Principal Financial and Accounting Officer

                                     Vice President and
    /s/ James R. Boldt               Chief Financial Officer       June 13, 2000
    James R. Boldt

(c)  Directors                                                     Date

    /s/ Gale S. Fitzgerald                                         June 13, 2000

    /s/ Randolph A. Marks
    Randolph A. Marks                                              May 31, 2000

    /s/ R. Keith Elliott
    R. Keith Elliott                                               June 13, 2000

     /s/ Richard L. Crandall
     Richard L. Crandall                                           June 13, 2000

    /s/ George B. Beitzel
    George B. Beitzel                                              May 31, 2000

    /s/ Barbara Z. Shattuck
    Barbara Z. Shattuck                                            June 13, 2000
EXHIBIT INDEX

                                                                         Page or
Exhibit No.   Description                                              Reference

4             Copy of Computer Task Group,
              Incorporated 2000 Equity Award   Plan                        (1)

5             Opinion of Peter P. Radetich,
              Secretary and General Counsel to Registrant as to
              legality of securities being registered                    Page 9

23 (a)        Consent of Peter P. Radetich,
              Secretary and General Counsel (included in Exhibit No. 5)  Page 9

23 (b)        Consent of Deloitte & Touche LLP                           Page 10

24            Power of Attorney (included on page 6 of this registration
              statement)

(1)  Filed as Appendix A to the  Registrant's  definitive  Proxy Statement dated
     March 29,  2000 in  connection  with the  Registrant's  annual  meeting  of
     shareholders held on April 26, 2000 and incorporated herein by reference.
Exhibit 5
Exhibit 23(a)

                                                                   June 13, 2000

Computer Task Group, Incorporated
800 Delaware Avenue
Buffalo, New York   14209

Dear Sirs:

     You  have   requested  an  opinion  of  counsel  in  connection   with  the
Registration  Statement on Form S-8 (the  "Registration  Statement") of Computer
Task Group,  Incorporated  (the "Company") to be filed on or about June 14, 2000
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended  (the "Act") with  respect to  2,000,000  shares (the  "Shares")  of the
Company's  common  stock,  $.01 par value,  to be issued under the Computer Task
Group, Incorporated 2000 Equity Award Plan (the "Plan").

     In  connection  with the  opinions  set  forth in this  letter,  I have (1)
examined and relied upon originals or copies, certified or otherwise indentified
to my satisfaction,  of documents,  corporate records and other instruments, (2)
made such inquiries as to questions of fact of officers and  representatives  of
the Company and the proceedings  relating to and actions taken by the Company in
connection  with the  adoption  or  amendment  of the  Plan,  and (3) made  such
examination of law, as I have deemed necessary or appropriate for the purpose of
giving the opinions  expressed  herein. I do not express any opinion  concerning
any law other than the law of the State of New York and the  federal  law of the
United States of America.

     Based  upon and  subject to the  foregoing,  I am of the  opinion  that the
Shares have been duly  authorized  and, when issued and sold in accordance  with
the terms of the Plan, will be legally issued, fully paid, and nonassessable.

     I hereby  consent  to the  filing  of this  opinion  as an  exhibit  to the
Registration Statement. Very truly yours,

                                                          /s/ Peter P. Radetich
                                                              Peter P. Radetich
                                                              General Counsel
Exhibit 23(b)

                          INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
Computer Task Group,  Incorporated  on Form S-8 of our reports dated February 4,
2000,  appearing in and  incorporated  by reference in the Annual Report on Form
10-K of Computer Task Group, Inc. for the year ended December 31, 1999.

DELOITTE & TOUCHE LLP

Buffalo, N.Y.
June 13, 2000