As filed with the Securities and Exchange Commission on December 31, 1996

                                                   Registration No. 333-

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            -------------------------



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


                                  SYNETIC, INC.
             (Exact name of Registrant as specified in its charter)

           Delaware                                         22-2975182
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                        Identification Number)

                                 669 River Drive
                       Elmwood Park, New Jersey 07407-1361
                    (Address of Principal Executive Offices)

                     AVICENNA SYSTEMS CORP. 1995 STOCK PLAN
                            (Full title of the plan)
                            -------------------------


                              CHARLES E. MELE, ESQ.
                        Vice President - General Counsel
                                  Synetic, Inc.
                                 669 River Drive
                       Elmwood Park, New Jersey 07407-1361
                     (Name and address of agent for service)

                                 (201) 703-3400
          (Telephone number, including area code, of agent for service)

                            -------------------------





<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

===========================================================================================================================
               Title of                       Amount           Proposed Maximum       Proposed Maximum        Amount of
           Securities to be                    to be          Offering Price Per         Aggregate          Registration
              Registered                    Registered            Share (*)            Offering Price            Fee
---------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>               <C>                   <C>                      <C>
Common Stock                                  161,015           $ 1.25                $ 201,268.75             $ 60.99
par value $.01 per share

===========================================================================================================================
</TABLE>

(*)  Pursuant to Rule 457(h), such price is the exercise price of the options.

<PAGE>

                                        2

                                     Part I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*



--------------------

*    Information required by Part I to be contained in the Section 10(a)
     prospectus is omitted from this Registration Statement in accordance with
     Rule 428 under the Securities Act of 1933, as amended (hereinafter, the
     "Securities Act"), and the "Note" to Part I of Form S-8.


<PAGE>


                                        3

                                    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 as of their respective dates in
this Registration Statement by reference:

                  (i)      the annual report on Form 10-K  for Synetic, Inc., a
         Delaware corporation (the "Registrant"), for the fiscal year ending
         June 30, 1996;

                  (ii)     the Registrant's quarterly report on Form 10-Q for
         the period ended September 30, 1996; and

                  (iii)    the description of the common stock, par value $0.01
        per share, contained in the Registrant's Registration Statement on Form
        S-1 (File No. 33-43577) filed with the commission on November 1, 1991
        for registration of common stock under the Securities Exchange Act of 
        1934, as amended (the "Exchange Act").

         All documents 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 offered have been sold or which
deregisters all securities then remaining unsold, are incorporated by reference
in this Registration Statement and are a part hereof from the date of filing
such documents.

Item 4.           Description of Securities.

         Not applicable.

Item 5.           Interests of Named Experts and Counsel.

         Not applicable.

Item 6.           Indemnification of Directors and Officers.

         Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") provides, in summary, that directors and officers of Delaware
corporations such as the Registrant are entitled, under certain circumstances,
to be indemnified against all expenses and liabilities (including attorneys'
fees) incurred by them as a result of suits brought against them in their
capacity as a director or officer if they acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interests of the
Registrant and, with respect to any criminal action or proceeding, if they had
no reasonable cause to believe their conduct was unlawful; provided that no
indemnification may be made against expenses in respect of any claim, issue or
matter as to which they shall have been adjudged to be liable to the Registrant,
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, they are fairly and
reasonably entitled to indemnity for such expenses which such court shall deem
proper. Any such indemnification may be made by the company only as authorized
in each specific case upon a determination by the stockholders or disinterested
directors that indemnification is proper because the indemnitee has met the
applicable standard of conduct. Article Eleven of the Registrant's Certificate
of Incorporation and Section 6.5 of the Registrant's By-Laws entitles officers,
directors and controlling persons of the Registrant to indemnification to the
full extent permitted by Section 145 of the DGCL, as the same may be
supplemented or amended from time to time.


<PAGE>


                                        4


         Article Thirteen of the Registrant's Certificate of Incorporation
provides that no director shall have any personal liability to the Registrant or
its stockholders for any monetary damages for breach of fiduciary duty as a
director, provided that such provision does not limit or eliminate the liability
of any director (i) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL (involving certain unlawful dividends or stock repurchase) or (iv) for
any transaction from which such director derived an improper personal benefit.
Amendment to such article does not affect the liability of any director for any
act or omission occurring prior to the effective time of such amendment.

         Reference is made to Section 7 of the form of Standby Agreement to be
included as Exhibit 1.1 hereto, which provides certain indemnification rights to
the directors and officers of the Registrant with respect to information by or
on behalf of the Purchasers for use in this Registration Statement.

         Reference is made to the Form of Indemnification Agreement between the
Registrant and its directors and officers filed as Exhibit 10.6 to this
Registration Statement pursuant to which the registrant has agreed to indemnify
such directors and officers to the fullest extent permitted by Delaware law, as
the same may be amended from time to time.

Item 7.           Exemption from Registration Claimed.

         Not applicable.

Item 8            Exhibits

                  The following exhibits are filed as part of this Registration
Statement:


Exhibit No.       Description of Document

4.1               Avicenna Systems Corp. 1995 Stock Plan.

4.2               Amendment Agreement to the Avicenna Systems Corp. 1995 Stock
                  Plan and Related Option Agreements.

5                 Opinion of Shearman & Sterling, counsel to the Registrant as 
                  to the legality of the common stock registered hereby.

23.1              Consent of Arthur Andersen & Co.

23.2              Consent of Emens, Kegler, Brown, Hill & Ritter, Co., L.P.A.

23.3              Consent of Shearman & Sterling (included in
                  Exhibit 5).

24                Powers of Attorney


Item 9.           Undertakings.

                  (a)      The undersigned Registrant hereby undertakes:



<PAGE>


                                        5

                  (1) To file, during any period in which offers or sales are
         being made of securities registered hereby, a post-effective amendment
         to this Registration Statement 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;

                  (2) That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof; 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 further undertakes that,
for purposes of determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

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


<PAGE>


                                        6

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Elmwood Park, in the State of New Jersey, on the 31 day of
December, 1996.


                                                SYNETIC, INC.



                                       By:     /s/ Victor L. Marrero
                                          --------------------------------------
                                       Name:    Victor L. Marrero
                                       Title:   Vice President- Finance
                                                Chief Financial Officer



<PAGE>


                                        7

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the indicated capacities on December 31, 1996.

        Signature                           Title

              *                     Chairman of the Board
--------------------------------
(Martin J. Wygod)

/s/ James V. Manning                President and Chief Executive Officer
--------------------------------
(James V. Manning)

                                    Vice President - Finance and
 /s/ Victor L. Marrero              Chief Financial Officer
--------------------------------
(Victor L. Marrero)


              *                     Director
--------------------------------
(Thomas R. Ferguson)


              *                     Director
--------------------------------
(Mervyn L. Goldstein)


              *                     Director
--------------------------------
(Ray E. Hannah)


              *                     Director
--------------------------------
(Roger H. Licht)


              *                     Director
--------------------------------
(Per G.H. Lofberg)


              *                     Director
--------------------------------
(Charles A. Mele)


              *                     Director
--------------------------------
(Herman Sarkowsky)


              *                     Director
--------------------------------
(Paul C. Suthern)


              *                     Director
--------------------------------
(Albert M. Weis)

*By  /s/ James V. Manning           Attorney-in-Fact
   -----------------------------
     James V. Manning



<PAGE>


                                        8




                                  Exhibit Index

Exhibit No.     Description of Document


4.1             Avicenna Systems Corp. 1995 Stock Plan.

4.2             Amendment Agreement to the Avicenna Systems
                Corp. 1995 Stock Plan and Related Option Agreements.

5               Opinion of Shearman & Sterling, counsel to the
                Registrant as to the legality of the securities
                registered hereby.

23.1            Consent of Arthur Andersen & Co.

23.2            Consent of Emens, Kegler, Brown, Hill & Ritter, Co., L.P.A.

23.3            Consent of Shearman & Sterling (included in
                Exhibit 5).

24              Powers of Attorney.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15752}]
{"company-data": {"conformed-name": "SYNETIC INC", "cik": "0000850436", "assigned-sic": "3089", "irs-number": "222975182", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-19043", "film-number": "96688753"}, "business-address": {"street1": "669 RIVER DRIVE", "city": "ELMWOOD PARK", "state": "NJ", "zip": "07407", "phone": "2017033400"}, "mail-address": {"street1": "669 RIVER DRIVE", "city": "ELMWOOD PARK", "state": "NJ", "zip": "07407"}}
As filed with the Securities and Exchange Commission on December 31, 1996

                                                   Registration No. 333-

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            -------------------------

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

                                  SYNETIC, INC.
             (Exact name of Registrant as specified in its charter)

           Delaware                                         22-2975182
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                        Identification Number)

                                 669 River Drive
                       Elmwood Park, New Jersey 07407-1361
                    (Address of Principal Executive Offices)

                     AVICENNA SYSTEMS CORP. 1995 STOCK PLAN
                            (Full title of the plan)
                            -------------------------

                              CHARLES E. MELE, ESQ.
                        Vice President - General Counsel
                                  Synetic, Inc.
                                 669 River Drive
                       Elmwood Park, New Jersey 07407-1361
                     (Name and address of agent for service)

                                 (201) 703-3400
          (Telephone number, including area code, of agent for service)

                            -------------------------
CALCULATION OF REGISTRATION FEE

===========================================================================================================================
               Title of                       Amount           Proposed Maximum       Proposed Maximum        Amount of
           Securities to be                    to be          Offering Price Per         Aggregate          Registration
              Registered                    Registered            Share (*)            Offering Price            Fee
---------------------------------------------------------------------------------------------------------------------------
Common Stock                                  161,015           $ 1.25                $ 201,268.75             $ 60.99
par value $.01 per share

===========================================================================================================================
(*)  Pursuant to Rule 457(h), such price is the exercise price of the options.
2

                                     Part I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

--------------------

*    Information required by Part I to be contained in the Section 10(a)
     prospectus is omitted from this Registration Statement in accordance with
     Rule 428 under the Securities Act of 1933, as amended (hereinafter, the
     "Securities Act"), and the "Note" to Part I of Form S-8.
3

                                    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 as of their respective dates in
this Registration Statement by reference:

                  (i)      the annual report on Form 10-K  for Synetic, Inc., a
         Delaware corporation (the "Registrant"), for the fiscal year ending
         June 30, 1996;

                  (ii)     the Registrant's quarterly report on Form 10-Q for
         the period ended September 30, 1996; and

                  (iii)    the description of the common stock, par value $0.01
        per share, contained in the Registrant's Registration Statement on Form
        S-1 (File No. 33-43577) filed with the commission on November 1, 1991
        for registration of common stock under the Securities Exchange Act of 
        1934, as amended (the "Exchange Act").

         All documents 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 offered have been sold or which
deregisters all securities then remaining unsold, are incorporated by reference
in this Registration Statement and are a part hereof from the date of filing
such documents.

Item 4.           Description of Securities.

         Not applicable.

Item 5.           Interests of Named Experts and Counsel.

         Not applicable.

Item 6.           Indemnification of Directors and Officers.

         Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") provides, in summary, that directors and officers of Delaware
corporations such as the Registrant are entitled, under certain circumstances,
to be indemnified against all expenses and liabilities (including attorneys'
fees) incurred by them as a result of suits brought against them in their
capacity as a director or officer if they acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interests of the
Registrant and, with respect to any criminal action or proceeding, if they had
no reasonable cause to believe their conduct was unlawful; provided that no
indemnification may be made against expenses in respect of any claim, issue or
matter as to which they shall have been adjudged to be liable to the Registrant,
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, they are fairly and
reasonably entitled to indemnity for such expenses which such court shall deem
proper. Any such indemnification may be made by the company only as authorized
in each specific case upon a determination by the stockholders or disinterested
directors that indemnification is proper because the indemnitee has met the
applicable standard of conduct. Article Eleven of the Registrant's Certificate
of Incorporation and Section 6.5 of the Registrant's By-Laws entitles officers,
directors and controlling persons of the Registrant to indemnification to the
full extent permitted by Section 145 of the DGCL, as the same may be
supplemented or amended from time to time.
4

         Article Thirteen of the Registrant's Certificate of Incorporation
provides that no director shall have any personal liability to the Registrant or
its stockholders for any monetary damages for breach of fiduciary duty as a
director, provided that such provision does not limit or eliminate the liability
of any director (i) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL (involving certain unlawful dividends or stock repurchase) or (iv) for
any transaction from which such director derived an improper personal benefit.
Amendment to such article does not affect the liability of any director for any
act or omission occurring prior to the effective time of such amendment.

         Reference is made to Section 7 of the form of Standby Agreement to be
included as Exhibit 1.1 hereto, which provides certain indemnification rights to
the directors and officers of the Registrant with respect to information by or
on behalf of the Purchasers for use in this Registration Statement.

         Reference is made to the Form of Indemnification Agreement between the
Registrant and its directors and officers filed as Exhibit 10.6 to this
Registration Statement pursuant to which the registrant has agreed to indemnify
such directors and officers to the fullest extent permitted by Delaware law, as
the same may be amended from time to time.

Item 7.           Exemption from Registration Claimed.

         Not applicable.

Item 8            Exhibits

                  The following exhibits are filed as part of this Registration
Statement:

Exhibit No.       Description of Document

4.1               Avicenna Systems Corp. 1995 Stock Plan.

4.2               Amendment Agreement to the Avicenna Systems Corp. 1995 Stock
                  Plan and Related Option Agreements.

5                 Opinion of Shearman & Sterling, counsel to the Registrant as 
                  to the legality of the common stock registered hereby.

23.1              Consent of Arthur Andersen & Co.

23.2              Consent of Emens, Kegler, Brown, Hill & Ritter, Co., L.P.A.

23.3              Consent of Shearman & Sterling (included in
                  Exhibit 5).

24                Powers of Attorney

Item 9.           Undertakings.

                  (a)      The undersigned Registrant hereby undertakes:
5

                  (1) To file, during any period in which offers or sales are
         being made of securities registered hereby, a post-effective amendment
         to this Registration Statement 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;

                  (2) That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof; 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 further undertakes that,
for purposes of determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

                  (c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities 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
Securities Act and will be governed by the final adjudication of such issue.
6

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Elmwood Park, in the State of New Jersey, on the 31 day of
December, 1996.

                                                SYNETIC, INC.

                                       By:     /s/ Victor L. Marrero
                                          --------------------------------------
                                       Name:    Victor L. Marrero
                                       Title:   Vice President- Finance
                                                Chief Financial Officer
7

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the indicated capacities on December 31, 1996.

        Signature                           Title

              *                     Chairman of the Board
--------------------------------
(Martin J. Wygod)

/s/ James V. Manning                President and Chief Executive Officer
--------------------------------
(James V. Manning)

                                    Vice President - Finance and
 /s/ Victor L. Marrero              Chief Financial Officer
--------------------------------
(Victor L. Marrero)

              *                     Director
--------------------------------
(Thomas R. Ferguson)

              *                     Director
--------------------------------
(Mervyn L. Goldstein)

              *                     Director
--------------------------------
(Ray E. Hannah)

              *                     Director
--------------------------------
(Roger H. Licht)

              *                     Director
--------------------------------
(Per G.H. Lofberg)

              *                     Director
--------------------------------
(Charles A. Mele)

              *                     Director
--------------------------------
(Herman Sarkowsky)

              *                     Director
--------------------------------
(Paul C. Suthern)

              *                     Director
--------------------------------
(Albert M. Weis)

*By  /s/ James V. Manning           Attorney-in-Fact
   -----------------------------
     James V. Manning
8

                                  Exhibit Index

Exhibit No.     Description of Document

4.1             Avicenna Systems Corp. 1995 Stock Plan.

4.2             Amendment Agreement to the Avicenna Systems
                Corp. 1995 Stock Plan and Related Option Agreements.

5               Opinion of Shearman & Sterling, counsel to the
                Registrant as to the legality of the securities
                registered hereby.

23.1            Consent of Arthur Andersen & Co.

23.2            Consent of Emens, Kegler, Brown, Hill & Ritter, Co., L.P.A.

23.3            Consent of Shearman & Sterling (included in
                Exhibit 5).

24              Powers of Attorney.