SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                ----------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                                ----------------

                              TOWNE SERVICES, INC.
             -------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                   Georgia                             62-1618121
                  ---------                           ------------
       (State or Other Jurisdiction of              (I.R.S. Employer
     Incorporation or Organization)              Identification Number)

                        3950 Johns Creek Court, Suite 100
                             Suwanee, Georgia 30024
          ------------------------------------------------------------
                    (Address of Principal Executive Offices)

                 Amended and Restated Director Stock Option Plan
               --------------------------------------------------
                            (Full Title of the Plan)

                                  G. Lynn Boggs
                             Chief Executive Officer
                              Towne Services, Inc.
                        3950 Johns Creek Court, Suite 100
                             Suwanee, Georgia 30024
                                 (678) 475-5200

           (Name, address, and telephone number of agent for service)
                        --------------------------------

                              Copies Requested to:
                             Charles D. Vaughn, Esq.
                   Nelson Mullins Riley & Scarborough, L.L.P.
                     999 Peachtree Street, N.E., Suite 1400
                             Atlanta, Georgia 30309
                                 (404) 817-6000
                              (404) 817-6050 (Fax)
                        --------------------------------
<TABLE>
<CAPTION>
================================================================================================

 Title of Securities       Amount to be   Proposed Maximum   Proposed Maximum       Amount of
  to be Registered         Registered     Offering Price   Aggregate Offering  Registration Fee
                           per Share Price
------------------------------------------------------------------------------------------------
<S>                      <C>              <C>              <C>                   <C>
Common Stock, no par value  293,160          $0.72 (1)        $211,075 (1)           $56
------------------------------------------------------------------------------------------------
Common Stock, no par value    6,270           $3.38 (2)        $21,193 (2)            $5
------------------------------------------------------------------------------------------------
</TABLE>

(1)  This estimation is solely for the purpose of calculating  the  registration
     fee  pursuant  to Rules 457 (c) and (h) and is based on  294,400  shares of
     common  stock being  offered at an  exercise  price of $0.72 based upon the
     average of the high and low prices of the common stock on June 16, 2000, as
     reported by the  National  Association  of  Securities  Dealer's  automated
     quotation system.

(2)  In  accordance  with  Rule  457 (h), the registration fee is based upon the
     price at which the option may be exercised.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents  filed by us with the SEC are  incorporated by
reference into this registration statement, and all documents subsequently filed
by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 shall be  incorporated by reference in this  registration  statement
and shall be a part of this  registration  statement  from the date of filing of
the documents:

         (a)      our Annual Report on  Form 10-K  for  the  fiscal  year  ended
                  December 31, 1999;

         (b)      our Quarterly Report on Form 10-Q for the fiscal quarter ended
                  March 31, 2000 filed with Commission pursuant to Section 13(a)
                  of the Securities Exchange Act; and

         (c)      the description of our common stock contained in the section
                  titled "Description of Capital Stock"  on  pages  49-53 of our
                  prospectus  included  in the registration  statement  on  Form
                  S-1 filed on July 30, 1998 (File No. 333-53341).

Item 4.  Description of Securities.

         No response is required to this item.

Item 5.  Interests of Named Experts and Counsel.

         As of June 19, 2000, Glenn W. Sturm, one of our directors and a partner
of Nelson  Mullins Riley & Scarborough,  L.L.P.,  owned 354,904 shares of common
stock. In addition,  as of June 19, 2000,  other members of Nelson Mullins owned
an aggregate of 82,253 shares of common stock.

Item 6.  Indemnification of Directors and Officers.

         The  Georgia  Business   Corporation  Code  permits  a  corporation  to
eliminate or limit the personal  liability of a director to the  corporation  or
its  shareholders  for monetary  damages for any breach of duty of care or other
duty as a director,  except that a  corporation  cannot  eliminate  or limit the
liability of a director for:

o        an appropriation, in violation of his duties, of any business
         opportunity of the corporation,

o        acts or omissions which involve intentional misconduct or a knowing
         violation of law,

o        unlawful corporate distributions, or

o        any transaction from which the director received an improper personal
         benefit.

         The Georgia Code  permits a  corporation  to indemnify  officers to the
same extent as  directors.  Our amended and restated  articles of  incorporation
exonerate our directors from monetary  liability to the extent  described above,
and our amended and restated  bylaws provide the same limitation of liability to
our officers.

                                       2
<PAGE>


         In addition to the rights  provided  by law,  our amended and  restated
articles of  incorporation  and our amended and restated  bylaws  provide  broad
indemnification  rights to our directors and the officers,  employees and agents
designated  by our  directors,  with  respect  to  various  civil  and  criminal
liabilities and losses which may be incurred by the director,  officer, agent or
employee under any pending or threatened  litigation or other proceedings.  This
indemnification  does not  apply in the same  situations  described  above  with
respect  to the  exculpation  from  liability  of  our  directors.  We are  also
obligated to reimburse directors and other parties for expenses, including legal
fees,  court  costs and  expert  witness  fees,  incurred  by those  persons  in
defending  against any of these liabilities and losses, as long as the person in
good  faith  believes  that he or she acted in  accordance  with the  applicable
standard of conduct with respect to the  underlying  accusations  giving rise to
the  liabilities  or losses and agrees to repay to us any advances made if it is
ultimately  determined that the person is not entitled to indemnification by us.
Any  amendment  or other  modification  to the  applicable  law, our amended and
restated  articles of  incorporation,  or our amended and restated  bylaws which
limits or otherwise  adversely affects the rights to  indemnification  currently
provided  in the  articles  of  incorporation  and  bylaws  shall  apply only to
proceedings  based upon actions and events  occurring  after the  amendment  and
delivery of notice of it to the indemnified parties.

         We have entered into separate  indemnification  agreements with each of
our  directors  and  certain of our  officers,  whereby we agreed,  among  other
things, to provide for  indemnification  and advancement of expenses in a manner
and  subject to terms and  conditions  similar to those set forth in the amended
and  restated  articles  of  incorporation  and  bylaws.   Shareholders   cannot
invalidate these agreements.  In addition,  we hold an insurance policy covering
directors and officers under which the insurer agrees to pay, subject to certain
exclusions, for any claim made against our directors and officers for a wrongful
act that they may become  legally  obligated to pay or for which we are required
to indemnify the directors or officers.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors,  officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the  opinion  of the SEC  this  indemnification  is  against  public  policy  as
expressed in the Securities Act and is, therefore,  unenforceable.  In the event
that a claim for  indemnification  against  these  liabilities  (other  than our
payment  of  expenses  incurred  or paid by one of our  directors,  officers  or
controlling persons in the successful defense of any action, suit or proceeding)
is asserted by the director,  officer or controlling  person in connection  with
the securities being  registered,  we will, unless in the opinion of our counsel
the  matter  has been  settled by  controlling  precedent,  submit to a court of
appropriate  jurisdiction  the  question  whether the  indemnification  by us is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of the issue.

Item 7.  Exemption from Registration Claimed.

         No response is required to this item.


                                      3
<PAGE>



Item 8.  Exhibits.

         The following exhibits are filed with this Registration Statement:

Exhibit
Number       Description of Exhibit

    5.1    -   Legal opinion of Nelson Mullins Riley & Scarborough, L.L.P.
   23.1    -   Consent of Arthur Andersen LLP
   23.2    -   Consent of Nelson  Mullins Riley & Scarborough, L.L.P. (contained
               in their opinion filed as Exhibit 5.1)
   24.1    -   Power of  Attorney  (contained  on the  signature  pages of this
               Registration  Statement)


Item 9.  Undertakings.

      The Company 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  aggregate,  represent  a  fundamental  change  in  the
                  information   set  forth  in  this   registration   statement.
                  Notwithstanding  the  foregoing,  any  increase or decrease in
                  volume of  securities  offered (if the total  dollar  value of
                  securities offered would not exceed that which was registered)
                  and any  deviation  from the low or high end of the  estimated
                  maximum  offering  range  may  be  reflected  in the  form  of
                  prospectus  filed with the Commission  pursuant to Rule 424(b)
                  if,  in  the  aggregate,  the  changes  in  volume  and  price
                  represent  no more than a 20  percent  change  in the  maximum
                  aggregate  offering  price  set forth in the  "Calculation  of
                  Registration   Fee"  table  in  the   effective   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 the undertakings set forth in paragraph (i)
            and  (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  with  or  furnished  to the
            Commission  pursuant to Section 13 or 15(d) of the  Exchange  Act of
            1934  that  are  incorporated  by  reference  in  this  registration
            statement;
                                       4
<PAGE>


      (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
            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.

      Towne Services  hereby  undertakes  that, for purposes of determining  any
liability  under the  Securities  Act of 1933,  each filing of its annual report
pursuant  to  Section  13(a)  or  15(d)  of the  Exchange  Act of  1934  that is
incorporated by reference in this registration statement shall be deemed to be a
new  registration   statement   relating  to  the  securities  offered  by  this
registration statement, and the offering of the securities at that time shall be
deemed to be the initial bona fide offering of the securities.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
Towne  Services  pursuant  to the  foregoing  provisions,  or  otherwise,  Towne
Services  has  been  advised  that  in  the  opinion  of  the  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 Towne Services of expenses incurred
or paid by a director,  officer or  controlling  person of Towne Services 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, Towne Services 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 the  indemnification  by Towne  Services is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of that issue.

                                       5
<PAGE>


                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  Towne  Services
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 this 19th day of June,
2000.

                                            TOWNE SERVICES, INC.


                                            By: /s/ G. Lynn Boggs
                                                --------------------------------
                                                G. Lynn Boggs
                                                Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE  PRESENTS that each of the  undersigned  officers
and directors of Towne Services,  Inc. (the "Company"),  a Georgia  corporation,
for himself and not for one another,  does hereby constitute and appoint G. Lynn
Boggs a true and lawful  attorney in his name,  place and stead,  in any and all
capacities, to sign his name to any and all amendments, including post-effective
amendments, to this Registration Statement, 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 himself 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.
<TABLE>
<CAPTION>

Signatures                        Title                                       Date
----------                        -----                                       ----

<S>                         <C>                                           <C>
/s/ G. Lynn Boggs                 Chief Executive Officer and Director        June 19, 2000
-----------------                 (principal executive officer)
G. Lynn Boggs


/s/ Randall S. Vosler             Chief Financial Officer                     June 19, 2000
---------------------             (principal financial and accounting officer)
Randall S. Vosler


/s/ Henry M. Baroco               President, Chief Operating Officer and      June 19, 2000
-------------------               Director
Henry M. Baroco


/s/ Frank W. Brown                Director                                    June 19, 2000
------------------
Frank W. Brown


                                       6
<PAGE>




/s/ John W. Collins                Director                                    June 19, 2000
-------------------
John W. Collins

/s/ J. Stanley Mackin              Director                                    June 19, 2000
---------------------
J. Stanley Mackin

/s/ Richardson M. Roberts          Director                                    June 19, 2000
-------------------------
Richardson M. Roberts

/s/ Joe M. Rogers                  Director                                    June 19, 2000
-----------------
Joe M. Rogers

/s/ John D. Schneider, Jr.         Director                                    June 19, 2000
--------------------------
John D. Schneider, Jr.


/s/ J. Daniel Speight, Jr.         Director                                    June 19, 2000
--------------------------
J. Daniel Speight, Jr.


/s/ Glenn W. Sturm                 Director                                    June 19, 2000
------------------
Glenn W. Sturm

/s/ J. Stephen Turner              Director                                    June 19, 2000
---------------------
J. Stephen Turner

/s/ Bahram Yusefzadeh              Director                                    June 19, 2000
---------------------
Bahram Yusefzadeh
</TABLE>


<PAGE>



                                  EXHIBIT INDEX

Exhibit
Number                                  Exhibit
------                                  -------

    5.1         -   Legal opinion of Nelson Mullins Riley & Scarborough, L.L.P.
   23.1         -   Consent of Arthur Andersen LLP
   23.2         -   Consent of Nelson  Mullins  Riley &  Scarborough,  L.L.P.
                    (contained in their opinion filed as Exhibit 5.1)
   24.1         -   Power of  Attorney  (contained  on the  signature  pages of
                    this Registration Statement)
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "TOWNE SERVICES, INC. FORM S-8", "secsgml_size_bytes": 20223}]
{"company-data": {"conformed-name": "TOWNE SERVICES INC", "cik": "0001061762", "assigned-sic": "7374", "irs-number": "621618121", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39892", "film-number": "659274"}, "business-address": {"street1": "3950 JOHNS CREEK COURT", "street2": "SUITE 100", "city": "SUWANEE", "state": "GA", "zip": "30024", "phone": "6784755200"}, "mail-address": {"street1": "3950 JOHNS CREEK COURT", "street2": "SUITE 100", "city": "SUWANEE", "state": "GA", "zip": "30024"}}
SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                ----------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                                ----------------

                              TOWNE SERVICES, INC.
             -------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                   Georgia                             62-1618121
                  ---------                           ------------
       (State or Other Jurisdiction of              (I.R.S. Employer
     Incorporation or Organization)              Identification Number)

                        3950 Johns Creek Court, Suite 100
                             Suwanee, Georgia 30024
          ------------------------------------------------------------
                    (Address of Principal Executive Offices)

                 Amended and Restated Director Stock Option Plan
               --------------------------------------------------
                            (Full Title of the Plan)

                                  G. Lynn Boggs
                             Chief Executive Officer
                              Towne Services, Inc.
                        3950 Johns Creek Court, Suite 100
                             Suwanee, Georgia 30024
                                 (678) 475-5200

           (Name, address, and telephone number of agent for service)
                        --------------------------------

                              Copies Requested to:
                             Charles D. Vaughn, Esq.
                   Nelson Mullins Riley & Scarborough, L.L.P.
                     999 Peachtree Street, N.E., Suite 1400
                             Atlanta, Georgia 30309
                                 (404) 817-6000
                              (404) 817-6050 (Fax)
                        --------------------------------
================================================================================================

 Title of Securities       Amount to be   Proposed Maximum   Proposed Maximum       Amount of
  to be Registered         Registered     Offering Price   Aggregate Offering  Registration Fee
                           per Share Price
------------------------------------------------------------------------------------------------
Common Stock, no par value  293,160          $0.72 (1)        $211,075 (1)           $56
------------------------------------------------------------------------------------------------
Common Stock, no par value    6,270           $3.38 (2)        $21,193 (2)            $5
------------------------------------------------------------------------------------------------
(1)  This estimation is solely for the purpose of calculating  the  registration
     fee  pursuant  to Rules 457 (c) and (h) and is based on  294,400  shares of
     common  stock being  offered at an  exercise  price of $0.72 based upon the
     average of the high and low prices of the common stock on June 16, 2000, as
     reported by the  National  Association  of  Securities  Dealer's  automated
     quotation system.

(2)  In  accordance  with  Rule  457 (h), the registration fee is based upon the
     price at which the option may be exercised.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents  filed by us with the SEC are  incorporated by
reference into this registration statement, and all documents subsequently filed
by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 shall be  incorporated by reference in this  registration  statement
and shall be a part of this  registration  statement  from the date of filing of
the documents:

         (a)      our Annual Report on  Form 10-K  for  the  fiscal  year  ended
                  December 31, 1999;

         (b)      our Quarterly Report on Form 10-Q for the fiscal quarter ended
                  March 31, 2000 filed with Commission pursuant to Section 13(a)
                  of the Securities Exchange Act; and

         (c)      the description of our common stock contained in the section
                  titled "Description of Capital Stock"  on  pages  49-53 of our
                  prospectus  included  in the registration  statement  on  Form
                  S-1 filed on July 30, 1998 (File No. 333-53341).

Item 4.  Description of Securities.

         No response is required to this item.

Item 5.  Interests of Named Experts and Counsel.

         As of June 19, 2000, Glenn W. Sturm, one of our directors and a partner
of Nelson  Mullins Riley & Scarborough,  L.L.P.,  owned 354,904 shares of common
stock. In addition,  as of June 19, 2000,  other members of Nelson Mullins owned
an aggregate of 82,253 shares of common stock.

Item 6.  Indemnification of Directors and Officers.

         The  Georgia  Business   Corporation  Code  permits  a  corporation  to
eliminate or limit the personal  liability of a director to the  corporation  or
its  shareholders  for monetary  damages for any breach of duty of care or other
duty as a director,  except that a  corporation  cannot  eliminate  or limit the
liability of a director for:

o        an appropriation, in violation of his duties, of any business
         opportunity of the corporation,

o        acts or omissions which involve intentional misconduct or a knowing
         violation of law,

o        unlawful corporate distributions, or

o        any transaction from which the director received an improper personal
         benefit.

         The Georgia Code  permits a  corporation  to indemnify  officers to the
same extent as  directors.  Our amended and restated  articles of  incorporation
exonerate our directors from monetary  liability to the extent  described above,
and our amended and restated  bylaws provide the same limitation of liability to
our officers.

                                       2
In addition to the rights  provided  by law,  our amended and  restated
articles of  incorporation  and our amended and restated  bylaws  provide  broad
indemnification  rights to our directors and the officers,  employees and agents
designated  by our  directors,  with  respect  to  various  civil  and  criminal
liabilities and losses which may be incurred by the director,  officer, agent or
employee under any pending or threatened  litigation or other proceedings.  This
indemnification  does not  apply in the same  situations  described  above  with
respect  to the  exculpation  from  liability  of  our  directors.  We are  also
obligated to reimburse directors and other parties for expenses, including legal
fees,  court  costs and  expert  witness  fees,  incurred  by those  persons  in
defending  against any of these liabilities and losses, as long as the person in
good  faith  believes  that he or she acted in  accordance  with the  applicable
standard of conduct with respect to the  underlying  accusations  giving rise to
the  liabilities  or losses and agrees to repay to us any advances made if it is
ultimately  determined that the person is not entitled to indemnification by us.
Any  amendment  or other  modification  to the  applicable  law, our amended and
restated  articles of  incorporation,  or our amended and restated  bylaws which
limits or otherwise  adversely affects the rights to  indemnification  currently
provided  in the  articles  of  incorporation  and  bylaws  shall  apply only to
proceedings  based upon actions and events  occurring  after the  amendment  and
delivery of notice of it to the indemnified parties.

         We have entered into separate  indemnification  agreements with each of
our  directors  and  certain of our  officers,  whereby we agreed,  among  other
things, to provide for  indemnification  and advancement of expenses in a manner
and  subject to terms and  conditions  similar to those set forth in the amended
and  restated  articles  of  incorporation  and  bylaws.   Shareholders   cannot
invalidate these agreements.  In addition,  we hold an insurance policy covering
directors and officers under which the insurer agrees to pay, subject to certain
exclusions, for any claim made against our directors and officers for a wrongful
act that they may become  legally  obligated to pay or for which we are required
to indemnify the directors or officers.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors,  officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the  opinion  of the SEC  this  indemnification  is  against  public  policy  as
expressed in the Securities Act and is, therefore,  unenforceable.  In the event
that a claim for  indemnification  against  these  liabilities  (other  than our
payment  of  expenses  incurred  or paid by one of our  directors,  officers  or
controlling persons in the successful defense of any action, suit or proceeding)
is asserted by the director,  officer or controlling  person in connection  with
the securities being  registered,  we will, unless in the opinion of our counsel
the  matter  has been  settled by  controlling  precedent,  submit to a court of
appropriate  jurisdiction  the  question  whether the  indemnification  by us is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of the issue.

Item 7.  Exemption from Registration Claimed.

         No response is required to this item.

                                      3
Item 8.  Exhibits.

         The following exhibits are filed with this Registration Statement:

Exhibit
Number       Description of Exhibit

    5.1    -   Legal opinion of Nelson Mullins Riley & Scarborough, L.L.P.
   23.1    -   Consent of Arthur Andersen LLP
   23.2    -   Consent of Nelson  Mullins Riley & Scarborough, L.L.P. (contained
               in their opinion filed as Exhibit 5.1)
   24.1    -   Power of  Attorney  (contained  on the  signature  pages of this
               Registration  Statement)

Item 9.  Undertakings.

      The Company 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  aggregate,  represent  a  fundamental  change  in  the
                  information   set  forth  in  this   registration   statement.
                  Notwithstanding  the  foregoing,  any  increase or decrease in
                  volume of  securities  offered (if the total  dollar  value of
                  securities offered would not exceed that which was registered)
                  and any  deviation  from the low or high end of the  estimated
                  maximum  offering  range  may  be  reflected  in the  form  of
                  prospectus  filed with the Commission  pursuant to Rule 424(b)
                  if,  in  the  aggregate,  the  changes  in  volume  and  price
                  represent  no more than a 20  percent  change  in the  maximum
                  aggregate  offering  price  set forth in the  "Calculation  of
                  Registration   Fee"  table  in  the   effective   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 the undertakings set forth in paragraph (i)
            and  (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  with  or  furnished  to the
            Commission  pursuant to Section 13 or 15(d) of the  Exchange  Act of
            1934  that  are  incorporated  by  reference  in  this  registration
            statement;
                                       4
(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
            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.

      Towne Services  hereby  undertakes  that, for purposes of determining  any
liability  under the  Securities  Act of 1933,  each filing of its annual report
pursuant  to  Section  13(a)  or  15(d)  of the  Exchange  Act of  1934  that is
incorporated by reference in this registration statement shall be deemed to be a
new  registration   statement   relating  to  the  securities  offered  by  this
registration statement, and the offering of the securities at that time shall be
deemed to be the initial bona fide offering of the securities.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
Towne  Services  pursuant  to the  foregoing  provisions,  or  otherwise,  Towne
Services  has  been  advised  that  in  the  opinion  of  the  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 Towne Services of expenses incurred
or paid by a director,  officer or  controlling  person of Towne Services 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, Towne Services 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 the  indemnification  by Towne  Services is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of that issue.

                                       5
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  Towne  Services
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 this 19th day of June,
2000.

                                            TOWNE SERVICES, INC.

                                            By: /s/ G. Lynn Boggs
                                                --------------------------------
                                                G. Lynn Boggs
                                                Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE  PRESENTS that each of the  undersigned  officers
and directors of Towne Services,  Inc. (the "Company"),  a Georgia  corporation,
for himself and not for one another,  does hereby constitute and appoint G. Lynn
Boggs a true and lawful  attorney in his name,  place and stead,  in any and all
capacities, to sign his name to any and all amendments, including post-effective
amendments, to this Registration Statement, 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 himself 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.
Signatures                        Title                                       Date
----------                        -----                                       ----
/s/ G. Lynn Boggs                 Chief Executive Officer and Director        June 19, 2000
-----------------                 (principal executive officer)
G. Lynn Boggs

/s/ Randall S. Vosler             Chief Financial Officer                     June 19, 2000
---------------------             (principal financial and accounting officer)
Randall S. Vosler

/s/ Henry M. Baroco               President, Chief Operating Officer and      June 19, 2000
-------------------               Director
Henry M. Baroco

/s/ Frank W. Brown                Director                                    June 19, 2000
------------------
Frank W. Brown

                                       6
/s/ John W. Collins                Director                                    June 19, 2000
-------------------
John W. Collins

/s/ J. Stanley Mackin              Director                                    June 19, 2000
---------------------
J. Stanley Mackin

/s/ Richardson M. Roberts          Director                                    June 19, 2000
-------------------------
Richardson M. Roberts

/s/ Joe M. Rogers                  Director                                    June 19, 2000
-----------------
Joe M. Rogers

/s/ John D. Schneider, Jr.         Director                                    June 19, 2000
--------------------------
John D. Schneider, Jr.

/s/ J. Daniel Speight, Jr.         Director                                    June 19, 2000
--------------------------
J. Daniel Speight, Jr.

/s/ Glenn W. Sturm                 Director                                    June 19, 2000
------------------
Glenn W. Sturm

/s/ J. Stephen Turner              Director                                    June 19, 2000
---------------------
J. Stephen Turner

/s/ Bahram Yusefzadeh              Director                                    June 19, 2000
---------------------
Bahram Yusefzadeh
EXHIBIT INDEX

Exhibit
Number                                  Exhibit
------                                  -------

    5.1         -   Legal opinion of Nelson Mullins Riley & Scarborough, L.L.P.
   23.1         -   Consent of Arthur Andersen LLP
   23.2         -   Consent of Nelson  Mullins  Riley &  Scarborough,  L.L.P.
                    (contained in their opinion filed as Exhibit 5.1)
   24.1         -   Power of  Attorney  (contained  on the  signature  pages of
                    this Registration Statement)