<PAGE>
 
   As filed with the Securities and Exchange Commission on November 24, 1998.

                                                         File No. 333-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                        ________________________________

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

                                  ACSYS, INC.
             (Exact Name of Registrant as Specified in its Charter)

          Georgia                                              58-2299173
(State or Other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                           Identification Number)

                           75 14TH STREET, SUITE 2200
                            ATLANTA, GEORGIA  30309
                                 (404) 817-9440
   (Address, including zip code, and telephone number of Principal Executive
                                    Offices)

                        STOCK OPTION FOR WILLIAM B. BOND
                       STOCK OPTION FOR JOHN P. O'DONNELL
                          STOCK OPTION FOR CLARK SMITH
                        STOCK OPTION FOR BRIAN W. TROUT
                         STOCK OPTION FOR STEVE A. WEED
                           (FULL TITLE OF THE PLANS)

                               TIMOTHY MANN, JR.
                            CHIEF EXECUTIVE OFFICER
                                  ACSYS, INC.
                           75 14TH STREET, SUITE 2200
                            ATLANTA, GEORGIA  30309
                                 (404) 817-9440
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)

                                   COPIES TO:
                                 BRYAN E. DAVIS
                            RICHARD J. OELHAFEN, JR.
                               ALSTON & BIRD LLP
                              ONE ATLANTIC CENTER
                           1201 WEST PEACHTREE STREET
                          ATLANTA, GEORGIA 30309-3424
                           TELEPHONE: (404) 881-7591
                            _______________________

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                             PROPOSED           PROPOSED     
                                                              MAXIMUM           MAXIMUM       
         TITLE OF SECURITIES               AMOUNT TO      OFFERING PRICE       AGGREGATE          AMOUNT OF
          TO BE REGISTERED             BE REGISTERED (1)   PER UNIT (2)    OFFERING PRICE (2)  REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------
<S>                                    <C>                <C>              <C>                 <C>
COMMON STOCK, NO PAR VALUE                  39,480            $7.09           $279,913.20           $77.82
---------------------------------------------------------------------------------------------------------------
</TABLE>
   (1) This Registration Statement covers 14,100 shares to be issued pursuant to
       the Stock Option for William B. Bond, 3,525 shares to be issued pursuant
       to the Stock Option for John P. O'Donnell, 7,050 shares to be issued
       pursuant to the Stock Option for Clark Smith, 14,100 shares to be issued
       pursuant to the Stock Option for Brian W. Trout, and 705 shares to be
       issued pursuant to the Stock Option for Steve A. Weed.  This Registration
       Statement also covers any additional shares that may hereafter become
       exercisable as a result of the adjustment and anti-dilution provisions of
       each Stock Option.
   (2) Estimated, solely for the purpose of calculating the registration fee, in
       accordance with Rule 457(h)(1), as the price at which the Stock Options
       may be exercised.
<PAGE>
 
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
                                        
     The documents constituting Part I of this Registration Statement will be
sent or given to optionees, as specified by Rule 428(b)(1) under the Securities
Act of 1933, as amended (the "Securities Act").

                                    PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents are incorporated by reference into this Registrant
Statement and are deemed to be a part hereof from the date of the filing of such
documents:

     (1) The Registrant's Annual Report on Form 10-K, as amended on Form 10-K/A,
for the fiscal year ended December 31, 1997.

     (2) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since December 31, 1997.

     (3) The description of Common Stock contained in the Registrant's
Registration Statement filed under Section 12 of the Exchange Act, including all
amendments or reports filed for the purpose of updating such description.

     All other documents subsequently filed by the Registrant pursuant to
Section 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 offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.  Any statement contained in a document incorporated or
deemed incorporated herein by reference shall be deemed to be modified or
superseded for the purpose of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is,
or is deemed to be, incorporated herein by reference modifies or supersedes such
statement.  Any such 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

     Not applicable.


                                      II-1

<PAGE>
 
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Articles of Incorporation of Acsys, Inc. (the "Company") eliminate,
subject to certain limited exceptions, the personal liability of a director to
the Company or its shareholders for monetary damage for any breach of duty as a
director.  There is no elimination of liability for (i) a breach of duty
involving appropriation of a business opportunity of the Company; (ii) an act or
omission which involves intentional misconduct or a knowing violation of law;
(iii) any transaction from which the director derives an improper personal
benefit; or (iv) as to any payments of a dividend or any other type of
distribution that is illegal under Section 14-2-832 of the Georgia Business
Corporation Code (the "GBCC").  In addition, if at any time the GBCC is amended
to authorize further elimination or limitation of the personal liability of a
director, then the liability of each director of the Company shall be eliminated
or limited to the fullest extent permitted by such provisions, as so amended,
without further action by the shareholders, unless the provisions of the GBCC
require such action.  The provision does not limit the right of the Company or
its shareholders to seek injunctive or other equitable relief not involving
payments in the nature of monetary damages.

     The Company's Bylaws contain certain provisions which provide
indemnification to directors of the Company that is broader than the protection
expressly mandated in Sections 14-2-852 and 14-2-857 of the GBCC.  To the extent
that a director or officer of the Company has been successful, on the merits or
otherwise, in the defense of any action or proceeding brought by reason of the
fact that such person was a director or officer of the Company, Sections 14-2-
852 and 14-2-857 of the GBCC would require the Company to indemnify such persons
against expenses (including attorney's fees) actually and reasonably incurred in
connection therewith.  The GBCC expressly allows the Company to provide for
greater indemnification rights to its officers and directors, subject to
shareholder approval.

     The indemnification provisions in the Company's Bylaws require the Company
to indemnify and hold harmless any director who was or is a party or is
threatened to be made a party, to any threatened, pending or completed action,
suit or proceeding whether civil, criminal, administrative or investigative
(including any action or suit by or in the right of the Company) because he or
she is or was a director of the Company, against expenses (including, but not
limited to, attorney's fees and disbursements, court costs and expert witness
fees), and against judgments, fines, penalties, and amounts paid in settlement
incurred by him or her in connection with the action, suit or proceeding.
Indemnification would be disallowed under any circumstances where
indemnification may not be authorized by action of the Board of Directors, the
shareholders or otherwise. The Board of Directors of the Company also has the
authority to extend to officers, employees and agents the same indemnification
rights held by directors, subject to all the accompanying conditions and
obligations. Indemnified persons would also be entitled to have the Company
advance expenses prior to the final disposition of the proceeding. If it is
ultimately determined that they are not entitled to indemnification, however,
such amounts would be repaid.

     The Company has entered into separate indemnification agreements with each
of its directors and executive officers, whereby the Company agreed, among other
things, to provide for

                                      II-2
<PAGE>
 
indemnification and advancement of expenses in a manner and subject to terms and
conditions similar to those set forth in the Bylaws. These agreements also
provide that the Company shall purchase and maintain liability insurance for the
benefit of its directors and executive officers. These agreements may not be
abrogated by action of the shareholders. There is no pending litigation or
proceeding involving a director, officer, employee or other agent of the Company
as to which indemnification is being sought, nor is the Company aware of any
pending or threatened litigation that may result in claims for indemnification
by any director, officer, employee or other agent. The Company has also agreed
to hold the shareholders harmless from, against and in respect of federal income
tax liabilities, including interest and penalties imposed thereon (and any state
and local income tax liabilities as provided by applicable law), if any,
incurred by the shareholders as a result of a final determination of an
adjustment (by reason of an amended return, claim for refund, audit, judicial
decision or otherwise) to the taxable income of the Company for any period which
results in a decrease for any period in the Company's taxable income and a
corresponding increase for any period in the taxable income of the shareholders.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
 
     Not applicable.
 
ITEM 8.    EXHIBITS

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

Exhibit Number                Description
--------------                -----------
     5.1          Opinion of Alston & Bird LLP
     23.1         Consent of Alston & Bird LLP (included in Exhibit 5.1)
     23.2         Consent of Arthur Andersen LLP
     23.3         Consent of Deloitte & Touche LLP
     24.1         Power of Attorney (included on the signature page contained 
                  in Part II hereof)

                                      II-3
<PAGE>
 
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 this 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 this Registration Statement;

              (iii) To include any material information with respect to the plan
          of distribution not previously disclosed in this Registration
          Statement or any material change to such information in this
          Registration Statement;

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
     not apply if 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 this
     Registration Statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities being 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, 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 this 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 of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the Registrant's Articles of
Incorporation, Bylaws or otherwise, the Registrant has been advised that 

                                      II-4
<PAGE>
 
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      II-5
<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 Atlanta, State of Georgia, on November 24, 1998.

                                          ACSYS, INC.                
                                          (Registrant)               
                                                                     
                                          By:  /s/ Timothy Mann, Jr. 
                                             -----------------------  
                                            Timothy Mann, Jr.        
                                            Chief Executive Officer   


                               POWER OF ATTORNEY
                                        
          KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers
and directors of Acsys, Inc., a Georgia corporation, for such person and not for
one another, does hereby constitute and appoint David C. Cooper, Timothy Mann,
Jr. and Brady W. Mullinax, Jr., and each of them, a true and lawful attorney in
such person's name, place and stead, in any and all capacities, to sign such
person's name to any and all amendments, including post-effective amendments, to
this Registration Statement, and to sign a Registration Statement pursuant to
Section 462(b) of the Securities Act of 1933, and to cause the same (together
with all Exhibits thereto) to be filed with the Securities and Exchange
Commission, granting unto said attorneys and each of them full power and
authority to do and perform any act and thing necessary and proper to be done in
the premises, as fully to all intents and purposes as the undersigned could do
if personally present, and each of the undersigned for such person hereby
ratifies and confirms all that said attorneys or any one of them shall lawfully
do or cause to be done by virtue hereof.

          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                   CAPACITY                  DATE
---------------------------  -------------------------  -----------------

/s/ David C. Cooper          Chairman of the Board      November 24, 1998
---------------------------  of Directors
David C. Cooper

 
/s/ Timothy Mann, Jr.        Chief Executive Officer    November 24, 1998
---------------------------  and Director (Principal 
Timothy Mann, Jr.            Executive Officer)

                                      II-6
<PAGE>
 
/s/ Edward S. Baumstein        President, Chief Operating   November 24, 1998
---------------------------    Officer and Director
Edward S. Baumstein          
                             
 
/s/ Beth Monroe Chase          Chief Development Officer,   November 24, 1998
---------------------------    Executive Vice President
Beth Monroe Chase              and Director                                     
                                                       
 

/s/ Brady W. Mullinax, Jr.     Chief Financial Officer      November 24, 1998 
---------------------------    (Principal Financial and 
Brady W. Mullinax, Jr.         Accounting Officer)


/s/ Barry M. Abelson           Director                     November 24, 1998 
---------------------------                                    
Barry M. Abelson

 
/s/ Robert M. Kwatnez          Director                     November 24, 1998
---------------------------                                     
Robert M. Kwatnez


/s/ William Porter Payne       Director                     November 24, 1998
---------------------------                                     
William Porter Payne
 

/s/ Harry J. Sauer             Director                     November 24, 1998
---------------------------
Harry J. Sauer


/s/ Paul J. Klaassen           Director                     November 24, 1998
---------------------------
Paul J. Klaassen

                                      II-7
<PAGE>
 
                                 EXHIBIT INDEX
                                      TO 
                      REGISTRATION STATEMENT ON FORM S-8


Exhibit Number                Description
--------------                -----------
     5.1          Opinion of Alston & Bird LLP
     23.1         Consent of Alston & Bird LLP (included in Exhibit 5.1)
     23.2         Consent of Arthur Andersen LLP
     23.3         Consent of Deloitte & Touche LLP
     24.1         Power of Attorney (included on the signature page contained 
                  in Part II hereof)
[{"type": "S-8", "sequence": "1", "description": "ACSYS, INC FORM S-8", "secsgml_size_bytes": 21104}]
{"company-data": {"conformed-name": "ACSYS INC", "cik": "0001047113", "assigned-sic": "7363", "irs-number": "582299173", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67875", "film-number": "98758735"}, "business-address": {"street1": "75 FOURTEENTH STREET", "street2": "SUITE 2200", "city": "ATLANTA", "state": "GA", "zip": "30309", "phone": "4048179440"}, "mail-address": {"street1": "75 FOURTEENTH ST", "street2": "STE 2200", "city": "ATLANTA", "state": "GA", "zip": "30309"}}
As filed with the Securities and Exchange Commission on November 24, 1998.

                                                         File No. 333-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                        ________________________________

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

                                  ACSYS, INC.
             (Exact Name of Registrant as Specified in its Charter)

          Georgia                                              58-2299173
(State or Other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                           Identification Number)

                           75 14TH STREET, SUITE 2200
                            ATLANTA, GEORGIA  30309
                                 (404) 817-9440
   (Address, including zip code, and telephone number of Principal Executive
                                    Offices)

                        STOCK OPTION FOR WILLIAM B. BOND
                       STOCK OPTION FOR JOHN P. O'DONNELL
                          STOCK OPTION FOR CLARK SMITH
                        STOCK OPTION FOR BRIAN W. TROUT
                         STOCK OPTION FOR STEVE A. WEED
                           (FULL TITLE OF THE PLANS)

                               TIMOTHY MANN, JR.
                            CHIEF EXECUTIVE OFFICER
                                  ACSYS, INC.
                           75 14TH STREET, SUITE 2200
                            ATLANTA, GEORGIA  30309
                                 (404) 817-9440
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)

                                   COPIES TO:
                                 BRYAN E. DAVIS
                            RICHARD J. OELHAFEN, JR.
                               ALSTON & BIRD LLP
                              ONE ATLANTIC CENTER
                           1201 WEST PEACHTREE STREET
                          ATLANTA, GEORGIA 30309-3424
                           TELEPHONE: (404) 881-7591
                            _______________________

                        CALCULATION OF REGISTRATION FEE
PROPOSED           PROPOSED     
                                                              MAXIMUM           MAXIMUM       
         TITLE OF SECURITIES               AMOUNT TO      OFFERING PRICE       AGGREGATE          AMOUNT OF
          TO BE REGISTERED             BE REGISTERED (1)   PER UNIT (2)    OFFERING PRICE (2)  REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------
COMMON STOCK, NO PAR VALUE                  39,480            $7.09           $279,913.20           $77.82
---------------------------------------------------------------------------------------------------------------
(1) This Registration Statement covers 14,100 shares to be issued pursuant to
       the Stock Option for William B. Bond, 3,525 shares to be issued pursuant
       to the Stock Option for John P. O'Donnell, 7,050 shares to be issued
       pursuant to the Stock Option for Clark Smith, 14,100 shares to be issued
       pursuant to the Stock Option for Brian W. Trout, and 705 shares to be
       issued pursuant to the Stock Option for Steve A. Weed.  This Registration
       Statement also covers any additional shares that may hereafter become
       exercisable as a result of the adjustment and anti-dilution provisions of
       each Stock Option.
   (2) Estimated, solely for the purpose of calculating the registration fee, in
       accordance with Rule 457(h)(1), as the price at which the Stock Options
       may be exercised.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
                                        
     The documents constituting Part I of this Registration Statement will be
sent or given to optionees, as specified by Rule 428(b)(1) under the Securities
Act of 1933, as amended (the "Securities Act").

                                    PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents are incorporated by reference into this Registrant
Statement and are deemed to be a part hereof from the date of the filing of such
documents:

     (1) The Registrant's Annual Report on Form 10-K, as amended on Form 10-K/A,
for the fiscal year ended December 31, 1997.

     (2) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since December 31, 1997.

     (3) The description of Common Stock contained in the Registrant's
Registration Statement filed under Section 12 of the Exchange Act, including all
amendments or reports filed for the purpose of updating such description.

     All other documents subsequently filed by the Registrant pursuant to
Section 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 offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.  Any statement contained in a document incorporated or
deemed incorporated herein by reference shall be deemed to be modified or
superseded for the purpose of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is,
or is deemed to be, incorporated herein by reference modifies or supersedes such
statement.  Any such 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

     Not applicable.

                                      II-1
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Articles of Incorporation of Acsys, Inc. (the "Company") eliminate,
subject to certain limited exceptions, the personal liability of a director to
the Company or its shareholders for monetary damage for any breach of duty as a
director.  There is no elimination of liability for (i) a breach of duty
involving appropriation of a business opportunity of the Company; (ii) an act or
omission which involves intentional misconduct or a knowing violation of law;
(iii) any transaction from which the director derives an improper personal
benefit; or (iv) as to any payments of a dividend or any other type of
distribution that is illegal under Section 14-2-832 of the Georgia Business
Corporation Code (the "GBCC").  In addition, if at any time the GBCC is amended
to authorize further elimination or limitation of the personal liability of a
director, then the liability of each director of the Company shall be eliminated
or limited to the fullest extent permitted by such provisions, as so amended,
without further action by the shareholders, unless the provisions of the GBCC
require such action.  The provision does not limit the right of the Company or
its shareholders to seek injunctive or other equitable relief not involving
payments in the nature of monetary damages.

     The Company's Bylaws contain certain provisions which provide
indemnification to directors of the Company that is broader than the protection
expressly mandated in Sections 14-2-852 and 14-2-857 of the GBCC.  To the extent
that a director or officer of the Company has been successful, on the merits or
otherwise, in the defense of any action or proceeding brought by reason of the
fact that such person was a director or officer of the Company, Sections 14-2-
852 and 14-2-857 of the GBCC would require the Company to indemnify such persons
against expenses (including attorney's fees) actually and reasonably incurred in
connection therewith.  The GBCC expressly allows the Company to provide for
greater indemnification rights to its officers and directors, subject to
shareholder approval.

     The indemnification provisions in the Company's Bylaws require the Company
to indemnify and hold harmless any director who was or is a party or is
threatened to be made a party, to any threatened, pending or completed action,
suit or proceeding whether civil, criminal, administrative or investigative
(including any action or suit by or in the right of the Company) because he or
she is or was a director of the Company, against expenses (including, but not
limited to, attorney's fees and disbursements, court costs and expert witness
fees), and against judgments, fines, penalties, and amounts paid in settlement
incurred by him or her in connection with the action, suit or proceeding.
Indemnification would be disallowed under any circumstances where
indemnification may not be authorized by action of the Board of Directors, the
shareholders or otherwise. The Board of Directors of the Company also has the
authority to extend to officers, employees and agents the same indemnification
rights held by directors, subject to all the accompanying conditions and
obligations. Indemnified persons would also be entitled to have the Company
advance expenses prior to the final disposition of the proceeding. If it is
ultimately determined that they are not entitled to indemnification, however,
such amounts would be repaid.

     The Company has entered into separate indemnification agreements with each
of its directors and executive officers, whereby the Company agreed, among other
things, to provide for

                                      II-2
indemnification and advancement of expenses in a manner and subject to terms and
conditions similar to those set forth in the Bylaws. These agreements also
provide that the Company shall purchase and maintain liability insurance for the
benefit of its directors and executive officers. These agreements may not be
abrogated by action of the shareholders. There is no pending litigation or
proceeding involving a director, officer, employee or other agent of the Company
as to which indemnification is being sought, nor is the Company aware of any
pending or threatened litigation that may result in claims for indemnification
by any director, officer, employee or other agent. The Company has also agreed
to hold the shareholders harmless from, against and in respect of federal income
tax liabilities, including interest and penalties imposed thereon (and any state
and local income tax liabilities as provided by applicable law), if any,
incurred by the shareholders as a result of a final determination of an
adjustment (by reason of an amended return, claim for refund, audit, judicial
decision or otherwise) to the taxable income of the Company for any period which
results in a decrease for any period in the Company's taxable income and a
corresponding increase for any period in the taxable income of the shareholders.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
 
     Not applicable.
 
ITEM 8.    EXHIBITS

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

Exhibit Number                Description
--------------                -----------
     5.1          Opinion of Alston & Bird LLP
     23.1         Consent of Alston & Bird LLP (included in Exhibit 5.1)
     23.2         Consent of Arthur Andersen LLP
     23.3         Consent of Deloitte & Touche LLP
     24.1         Power of Attorney (included on the signature page contained 
                  in Part II hereof)

                                      II-3
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 this 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 this Registration Statement;

              (iii) To include any material information with respect to the plan
          of distribution not previously disclosed in this Registration
          Statement or any material change to such information in this
          Registration Statement;

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
     not apply if 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 this
     Registration Statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities being 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, 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 this 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 of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the Registrant's Articles of
Incorporation, Bylaws or otherwise, the Registrant has been advised that 

                                      II-4
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      II-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, in the City of Atlanta, State of Georgia, on November 24, 1998.

                                          ACSYS, INC.                
                                          (Registrant)               
                                                                     
                                          By:  /s/ Timothy Mann, Jr. 
                                             -----------------------  
                                            Timothy Mann, Jr.        
                                            Chief Executive Officer   

                               POWER OF ATTORNEY
                                        
          KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers
and directors of Acsys, Inc., a Georgia corporation, for such person and not for
one another, does hereby constitute and appoint David C. Cooper, Timothy Mann,
Jr. and Brady W. Mullinax, Jr., and each of them, a true and lawful attorney in
such person's name, place and stead, in any and all capacities, to sign such
person's name to any and all amendments, including post-effective amendments, to
this Registration Statement, and to sign a Registration Statement pursuant to
Section 462(b) of the Securities Act of 1933, and to cause the same (together
with all Exhibits thereto) to be filed with the Securities and Exchange
Commission, granting unto said attorneys and each of them full power and
authority to do and perform any act and thing necessary and proper to be done in
the premises, as fully to all intents and purposes as the undersigned could do
if personally present, and each of the undersigned for such person hereby
ratifies and confirms all that said attorneys or any one of them shall lawfully
do or cause to be done by virtue hereof.

          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                   CAPACITY                  DATE
---------------------------  -------------------------  -----------------

/s/ David C. Cooper          Chairman of the Board      November 24, 1998
---------------------------  of Directors
David C. Cooper

 
/s/ Timothy Mann, Jr.        Chief Executive Officer    November 24, 1998
---------------------------  and Director (Principal 
Timothy Mann, Jr.            Executive Officer)

                                      II-6
/s/ Edward S. Baumstein        President, Chief Operating   November 24, 1998
---------------------------    Officer and Director
Edward S. Baumstein          
                             
 
/s/ Beth Monroe Chase          Chief Development Officer,   November 24, 1998
---------------------------    Executive Vice President
Beth Monroe Chase              and Director                                     
                                                       
 

/s/ Brady W. Mullinax, Jr.     Chief Financial Officer      November 24, 1998 
---------------------------    (Principal Financial and 
Brady W. Mullinax, Jr.         Accounting Officer)

/s/ Barry M. Abelson           Director                     November 24, 1998 
---------------------------                                    
Barry M. Abelson

 
/s/ Robert M. Kwatnez          Director                     November 24, 1998
---------------------------                                     
Robert M. Kwatnez

/s/ William Porter Payne       Director                     November 24, 1998
---------------------------                                     
William Porter Payne
 

/s/ Harry J. Sauer             Director                     November 24, 1998
---------------------------
Harry J. Sauer

/s/ Paul J. Klaassen           Director                     November 24, 1998
---------------------------
Paul J. Klaassen

                                      II-7
EXHIBIT INDEX
                                      TO 
                      REGISTRATION STATEMENT ON FORM S-8

Exhibit Number                Description
--------------                -----------
     5.1          Opinion of Alston & Bird LLP
     23.1         Consent of Alston & Bird LLP (included in Exhibit 5.1)
     23.2         Consent of Arthur Andersen LLP
     23.3         Consent of Deloitte & Touche LLP
     24.1         Power of Attorney (included on the signature page contained 
                  in Part II hereof)