<PAGE>
 
   As filed with the Securities and Exchange Commission on November 15, 1996
                                                   Registration No. 333-


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

                                    FORM S-8
                             Registration Statement
                                     Under
                           The Securities Act of 1933

                           TRANSCEND SERVICES, INC.
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                      33-0378756
-------------------------------                    ----------------------
  (State or other jurisdiction                       (I.R.S. Employer
of incorporation or organization)                  Identification Number)

                           3353 Peachtree Road, N.E.
                                   Suite 1000
                               Atlanta, Georgia 30326
                    ----------------------------------------
                    (Address of principal executive offices)

                            1992 STOCK OPTION PLAN
                       --------------------------------
                           (Full Title of the Plan)

                                Larry G. Gerdes
                     President and Chief Executive Officer
                            Transcend Services, Inc.
                           3353 Peachtree Road, N.E.
                                   Suite 1000
                             Atlanta, Georgia 30326
                                (404) 364-8000
                 ----------------------------------------------
                 (Name, address and telephone number, including
                        area code, of agent for service)
                         ______________________________

                              Copies Requested to:

                             Helen T. Ferraro, Esq.
                           Smith, Gambrell & Russell
                                   Suite 1800
                           3343 Peachtree Road, N.E.
                            Atlanta, Georgia  30326
                                 (404) 264-2620
                         ______________________________

                        CALCULATION OF REGISTRATION FEE

<TABLE> 
<CAPTION> 
=======================================================================================================
                Title of                                 Proposed           Proposed
               Securities                   Amount        Maximum           Maximum         Amount of
                 to be                      to be     Offering Price       Aggregate       Registration
               Registered                 Registered   Per Share (1)   Offering Price (1)      Fee
----------------------------------------  ----------  ---------------  ------------------  ------------
<S>                                       <C>         <C>              <C>                 <C>
Options and underlying shares              715,000          $5.375          $3,843,125      $1,164.58
  of Common Stock                           Shares
------------------------------------------------------------------------------------------------------- 
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based upon the average of the high and low prices of the
Common Stock on the Nasdaq National Market on November 11, 1996.

   This Registration Statement covers 715,000 additional shares of the $0.01 par
value Common Stock of Transcend Services, Inc. (the "Company") issuable pursuant
to the Company's 1992 Stock Option Plan, for which a previously filed
Registration Statement on Form S-8 is effective.  The contents of the Company's
earlier Registration Statement on Form S-8, File No. 33-57072, as filed with the
Securities and Exchange Commission on January 15, 1993 are incorporated by
reference.
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.
------   --------------------------------------- 

      The documents listed below are hereby incorporated by reference into this
Registration Statement, and all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, 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 in this
Registration Statement and to be a part hereof from the date of filing such
documents:

    (a) the Company's Annual Report on Form 10-K for the fiscal year ended
        December 31, 1995;

    (b) the Company's Amendment No. 1 on Form 10-K/A dated August 7, 1996 to its
        Annual Report on Form 10-K for the fiscal year ended December 31, 1995;

    (c) the Company's Quarterly Report on Form 10-Q for the quarter ended
        September 30, 1996;

    (d) the Company's Quarterly Report on Form 10-Q for the quarter ended March
        31, 1996;

    (e) the Company's Amendment No. 1 on Form 10-Q/A dated August 7, 1996 to its
        Quarterly on Form 10-Q for the quarter ended March 31, 1996;

    (f) the Company's Quarterly Report on Form 10-Q for the quarter ended June
        30, 1996;

    (g) the Company's Amendment No. 1 on Form 10-Q/A dated August 16, 1996 to
        its Quarterly Report on Form 10-Q for the quarter ended June 30, 1996.

    (h) the Company's Current Report on Form 8-K dated May 2, 1995;

    (i) the Company's Amendment No. 1 on Form 8-K/A dated June 30, 1995 to its
        Current Report on Form 8-K dated May 2, 1995;

    (j) the Company's Amendment No. 2 on Form 8-K/A dated May 30, 1996 to its
        Current Report on Form 8-K dated May 2, 1995; and

    (k) the description of the Company's Common Stock contained in the Company's
        Registration Statement on Form 8-A, as filed with the Securities and
        Exchange Commission, pursuant to the Securities Exchange Act of 1934, on
        January 8, 1990.

                                      II-1
<PAGE>
 
Item 4.  Description of Securities
------   -------------------------

         No response to this item is required.

Item 5.  Interests of Named Experts and Counsel
------   --------------------------------------

         No response to this item is required.

Item 6.  Indemnification of Officers and Directors.
------   ----------------------------------------- 

      The Company's Bylaws permit it to indemnify a director and officer who was
or is a party to any threatened, pending or completed action, suit or other type
of proceeding, whether civil, criminal, administrative or investigative (other
than an action by or any right of the Company) by reason of the fact that he or
she is or was a director or officer or is or was serving at the request of the
Company as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action, suit or proceeding.
These indemnification rights apply if the director or officer acted in good
faith and in a manner in which he or she reasonably believed to be in or not
opposed to the best interest of the Company and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was
unlawful.  The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that a person did not act in a manner
which he reasonably believed to be in the  best interests of the Company, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe that his conduct was unlawful.

    In addition, under the Bylaws, the Company may indemnify an officer or
director who was or is a party to any threatened, pending or completed action or
suit by or in the right of the Company to procure a judgment in its favor by
reason of the fact that he or she is or was an officer or director of another
corporation, joint venture, trust or other enterprise against expenses
(including attorney's fees) actually and reasonably incurred by him or her in
connection with the defense or settlement of such proceeding.  These
indemnification rights apply if the director or officer acted in good faith and
in a manner in which he or she reasonably believed to be in or not opposed to
the best interest of the Company, except no indemnification shall be made in
respect to any claim, issue or matter as to which such person shall have been
adjudged to have been liable to the Company unless and only to the extent that
the Court of Chancery or 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, such person is fairly and reasonably entitled
to indemnity for such expenses which such court shall deem proper.

    The Company's Bylaws provide that indemnification of the costs and expenses
of defending any action is required to be made to any officer or director who is
successful (on the merits or otherwise) in defending an action of the type
referred to in the immediately preceding paragraphs.  Except with regard to the

                                      II-2
<PAGE>
 
costs and expenses of successfully defending an action as may be ordered by a
court, indemnification as described in the previous paragraph is only required
to be made to a director or officer if a determination is made that
indemnification is proper under the circumstances.  Such determination shall be
made: (i) by the Company's Board by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding; or (ii) if
such quorem is not obtainable, or, even if obtainable a quorum of disinterested
directors, by independent legal counsel in a written opinion, or (iii) by the
affirmative vote of a majority of shares entitled to vote.

    The Bylaws of the Company further provide for the expenses (including
attorneys' fees) incurred by any officer or director in defending a civil or
criminal action, suit or proceeding to be paid in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
him or her to repay all amounts so advanced, if it shall ultimately be
determined that such officer or director is not entitled to be indemnified by
the Company as authorized in the proceeding paragraphs.  No security shall be
required for such undertaking.

    The Bylaws of the Company also permit the Company to purchase and maintain
insurance on behalf of any person who was or is a director or officer of the
Company, or is or was serving at the request of the Company as a officer or
director of another corporation, partnership, joint venture, trust, or other
enterprise, against any liability asserted against the officer or director and
incurred by him or her in any such capacity, or arising out of his or her status
as such, whether or not the Company would have the power to indemnify the
director or officer against such liability.

    Limitation of Liability. The Certificate of Incorporation also provides that
directors of the Company shall not be liable to the Company or its shareholders
for monetary damages for a breach of fiduciary duty as a director, except for
liaibility (i) for any breach of the Director's duty of loyalty to the Company
or its shareholders, (ii) 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 Delaware General Corporation Law, or (iv) for any transaction
from which the director derived any improper personal benefit.  This provision
would have no effect on the availability of equitable remedies or non-monetary
relief, such as an injunction or rescission for breach of the duty of care. In
addition, the provision applies only to claims against a director arising out of
his role as a director and not in any other capacity (such as an officer or
employee of the Company). Further, liability of a director for violations of the
federal securities laws will not be limited by this provision.

Item 7.  Exemption from Registration Claimed.
------   ----------------------------------- 

         No response to this item is required.


                                      II-3
<PAGE>
 
Item 8.  Exhibits.
------   -------- 
         The following exhibits are filed with this Registration Statement.

Exhibit
Number              Description of Exhibit
------              ----------------------


  4.1  -  1992 Stock Option Plan, as Amended and Restated.
 
  4.2  -  Form of Stock Option Agreement under 1992 Stock Option Plan, as 
          Amended and Restated.
 
  5.1  -  Opinion of Smith, Gambrell & Russell.
 
 23.1 -   Consent of Arthur Andersen LLP (included at page II-6 of this 
          Registration Statement).
 
 23.2 -   Consent of Smith, Gambrell & Russell (contained in their opinion 
          filed as Exhibit 5.1).
 
 24.1  -  Power of Attorney of Donald L. Lucas.
 
 24.2  -  Power of Attorney of George B. Caldwell.
 
 24.3  -  Power of Attorney of Walter S. Huff, Jr.
 
 24.4  -  Power of Attorney of Charles E. Thoele.


                                      II-4
<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 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 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.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at the 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 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 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>
 
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


    As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our reports dated
February 13, 1996 included in or incorporated by reference in Transcend
Services, Inc.'s Form 10-K, filed with the Securities and Exchange Commission
for the year ended December 31, 1995 and to all references to our Firm included
in or made a part of this registration statement.


                               ARTHUR ANDERSEN LLP


Atlanta, Georgia
November 8, 1996

                                      II-6
<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 this 12th day of
November, 1996.

                                  TRANSCEND SERVICES, INC.



Date: November 12, 1996           By:  /s/ Larry G. Gerdes
                                     ---------------------------------------
                                       Larry G. Gerdes, President,
                                       Chief Executive Officer and Director
                                       (Principal Executive Officer)
 
Date: November 12, 1996           By:  /s/ David W. Murphy
                                     ---------------------------------------
                                       David W. Murphy, Chief Financial Officer,
                                       Secretary and Treasurer (Principal 
                                       Accounting and Financial Officer)

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

    Signature                   Title                              Date
    ---------                   -----                              ----


             *               Director                        November 12, 1996
--------------------------       
Donald L. Lucas


/s/ Larry G. Gerdes          Chairman of the Board           November 12, 1996
--------------------------                                           
Larry G. Gerdes              of Directors, President
                             and Chief Executive Officer


            *                Director                        November 12, 1996
--------------------------
George B. Caldwell


            *                Director                        November 12, 1996
--------------------------
Walter S. Huff, Jr.


            *                Director                        November 12, 1996
--------------------------
Charles E. Thoele


*By:  /s/ Larry G. Gerdes
    ------------------------------------------
    Larry G. Gerdes, pursuant to a
    power-of-attorney filed as an
    exhibit to this Registration Statement


                                      II-7
<PAGE>
 
                                 EXHIBIT INDEX

   
 Exhibit                                                            Sequential
 Number                     Description of Exhibit                  Page Number
 ------                     ----------------------                  -----------

   4.1  -  1992 Stock Option Plan, as Amended and Restated.

   4.2  -  Form of Stock Option Agreement under 1992 Stock Option
           Plan, as Amended and Restated.

   5.1  -  Opinion of Smith, Gambrell & Russell.

  24.1  -  Power of Attorney of Donald L. Lucas.

  24.2  -  Power of Attorney of George B. Caldwell.

  24.3  -  Power of Attorney of Walter S. Huff, Jr.

  24.4  -  Power of Attorney of Charles E. Thoele.


        
                                     II-8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20524}]
{"company-data": {"conformed-name": "TRANSCEND SERVICES INC", "cik": "0000858452", "assigned-sic": "8090", "irs-number": "330378756", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16213", "film-number": "96667577"}, "business-address": {"street1": "3353 PEACHTREE RD NE STE 1000", "city": "ATLANTA", "state": "GA", "zip": "30326", "phone": "4043644600"}, "mail-address": {"street1": "3353 PEACHTREE RD NE", "city": "ATLANTIC", "state": "GA", "zip": "30326"}, "former-company": {"former-conformed-name": "TRICARE INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on November 15, 1996
                                                   Registration No. 333-

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

                                    FORM S-8
                             Registration Statement
                                     Under
                           The Securities Act of 1933

                           TRANSCEND SERVICES, INC.
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                      33-0378756
-------------------------------                    ----------------------
  (State or other jurisdiction                       (I.R.S. Employer
of incorporation or organization)                  Identification Number)

                           3353 Peachtree Road, N.E.
                                   Suite 1000
                               Atlanta, Georgia 30326
                    ----------------------------------------
                    (Address of principal executive offices)

                            1992 STOCK OPTION PLAN
                       --------------------------------
                           (Full Title of the Plan)

                                Larry G. Gerdes
                     President and Chief Executive Officer
                            Transcend Services, Inc.
                           3353 Peachtree Road, N.E.
                                   Suite 1000
                             Atlanta, Georgia 30326
                                (404) 364-8000
                 ----------------------------------------------
                 (Name, address and telephone number, including
                        area code, of agent for service)
                         ______________________________

                              Copies Requested to:

                             Helen T. Ferraro, Esq.
                           Smith, Gambrell & Russell
                                   Suite 1800
                           3343 Peachtree Road, N.E.
                            Atlanta, Georgia  30326
                                 (404) 264-2620
                         ______________________________

                        CALCULATION OF REGISTRATION FEE
=======================================================================================================
                Title of                                 Proposed           Proposed
               Securities                   Amount        Maximum           Maximum         Amount of
                 to be                      to be     Offering Price       Aggregate       Registration
               Registered                 Registered   Per Share (1)   Offering Price (1)      Fee
----------------------------------------  ----------  ---------------  ------------------  ------------
Options and underlying shares              715,000          $5.375          $3,843,125      $1,164.58
  of Common Stock                           Shares
-------------------------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based upon the average of the high and low prices of the
Common Stock on the Nasdaq National Market on November 11, 1996.

   This Registration Statement covers 715,000 additional shares of the $0.01 par
value Common Stock of Transcend Services, Inc. (the "Company") issuable pursuant
to the Company's 1992 Stock Option Plan, for which a previously filed
Registration Statement on Form S-8 is effective.  The contents of the Company's
earlier Registration Statement on Form S-8, File No. 33-57072, as filed with the
Securities and Exchange Commission on January 15, 1993 are incorporated by
reference.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
------   --------------------------------------- 

      The documents listed below are hereby incorporated by reference into this
Registration Statement, and all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, 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 in this
Registration Statement and to be a part hereof from the date of filing such
documents:

    (a) the Company's Annual Report on Form 10-K for the fiscal year ended
        December 31, 1995;

    (b) the Company's Amendment No. 1 on Form 10-K/A dated August 7, 1996 to its
        Annual Report on Form 10-K for the fiscal year ended December 31, 1995;

    (c) the Company's Quarterly Report on Form 10-Q for the quarter ended
        September 30, 1996;

    (d) the Company's Quarterly Report on Form 10-Q for the quarter ended March
        31, 1996;

    (e) the Company's Amendment No. 1 on Form 10-Q/A dated August 7, 1996 to its
        Quarterly on Form 10-Q for the quarter ended March 31, 1996;

    (f) the Company's Quarterly Report on Form 10-Q for the quarter ended June
        30, 1996;

    (g) the Company's Amendment No. 1 on Form 10-Q/A dated August 16, 1996 to
        its Quarterly Report on Form 10-Q for the quarter ended June 30, 1996.

    (h) the Company's Current Report on Form 8-K dated May 2, 1995;

    (i) the Company's Amendment No. 1 on Form 8-K/A dated June 30, 1995 to its
        Current Report on Form 8-K dated May 2, 1995;

    (j) the Company's Amendment No. 2 on Form 8-K/A dated May 30, 1996 to its
        Current Report on Form 8-K dated May 2, 1995; and

    (k) the description of the Company's Common Stock contained in the Company's
        Registration Statement on Form 8-A, as filed with the Securities and
        Exchange Commission, pursuant to the Securities Exchange Act of 1934, on
        January 8, 1990.

                                      II-1
Item 4.  Description of Securities
------   -------------------------

         No response to this item is required.

Item 5.  Interests of Named Experts and Counsel
------   --------------------------------------

         No response to this item is required.

Item 6.  Indemnification of Officers and Directors.
------   ----------------------------------------- 

      The Company's Bylaws permit it to indemnify a director and officer who was
or is a party to any threatened, pending or completed action, suit or other type
of proceeding, whether civil, criminal, administrative or investigative (other
than an action by or any right of the Company) by reason of the fact that he or
she is or was a director or officer or is or was serving at the request of the
Company as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action, suit or proceeding.
These indemnification rights apply if the director or officer acted in good
faith and in a manner in which he or she reasonably believed to be in or not
opposed to the best interest of the Company and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was
unlawful.  The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that a person did not act in a manner
which he reasonably believed to be in the  best interests of the Company, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe that his conduct was unlawful.

    In addition, under the Bylaws, the Company may indemnify an officer or
director who was or is a party to any threatened, pending or completed action or
suit by or in the right of the Company to procure a judgment in its favor by
reason of the fact that he or she is or was an officer or director of another
corporation, joint venture, trust or other enterprise against expenses
(including attorney's fees) actually and reasonably incurred by him or her in
connection with the defense or settlement of such proceeding.  These
indemnification rights apply if the director or officer acted in good faith and
in a manner in which he or she reasonably believed to be in or not opposed to
the best interest of the Company, except no indemnification shall be made in
respect to any claim, issue or matter as to which such person shall have been
adjudged to have been liable to the Company unless and only to the extent that
the Court of Chancery or 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, such person is fairly and reasonably entitled
to indemnity for such expenses which such court shall deem proper.

    The Company's Bylaws provide that indemnification of the costs and expenses
of defending any action is required to be made to any officer or director who is
successful (on the merits or otherwise) in defending an action of the type
referred to in the immediately preceding paragraphs.  Except with regard to the

                                      II-2
costs and expenses of successfully defending an action as may be ordered by a
court, indemnification as described in the previous paragraph is only required
to be made to a director or officer if a determination is made that
indemnification is proper under the circumstances.  Such determination shall be
made: (i) by the Company's Board by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding; or (ii) if
such quorem is not obtainable, or, even if obtainable a quorum of disinterested
directors, by independent legal counsel in a written opinion, or (iii) by the
affirmative vote of a majority of shares entitled to vote.

    The Bylaws of the Company further provide for the expenses (including
attorneys' fees) incurred by any officer or director in defending a civil or
criminal action, suit or proceeding to be paid in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
him or her to repay all amounts so advanced, if it shall ultimately be
determined that such officer or director is not entitled to be indemnified by
the Company as authorized in the proceeding paragraphs.  No security shall be
required for such undertaking.

    The Bylaws of the Company also permit the Company to purchase and maintain
insurance on behalf of any person who was or is a director or officer of the
Company, or is or was serving at the request of the Company as a officer or
director of another corporation, partnership, joint venture, trust, or other
enterprise, against any liability asserted against the officer or director and
incurred by him or her in any such capacity, or arising out of his or her status
as such, whether or not the Company would have the power to indemnify the
director or officer against such liability.

    Limitation of Liability. The Certificate of Incorporation also provides that
directors of the Company shall not be liable to the Company or its shareholders
for monetary damages for a breach of fiduciary duty as a director, except for
liaibility (i) for any breach of the Director's duty of loyalty to the Company
or its shareholders, (ii) 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 Delaware General Corporation Law, or (iv) for any transaction
from which the director derived any improper personal benefit.  This provision
would have no effect on the availability of equitable remedies or non-monetary
relief, such as an injunction or rescission for breach of the duty of care. In
addition, the provision applies only to claims against a director arising out of
his role as a director and not in any other capacity (such as an officer or
employee of the Company). Further, liability of a director for violations of the
federal securities laws will not be limited by this provision.

Item 7.  Exemption from Registration Claimed.
------   ----------------------------------- 

         No response to this item is required.

                                      II-3
Item 8.  Exhibits.
------   -------- 
         The following exhibits are filed with this Registration Statement.

Exhibit
Number              Description of Exhibit
------              ----------------------

  4.1  -  1992 Stock Option Plan, as Amended and Restated.
 
  4.2  -  Form of Stock Option Agreement under 1992 Stock Option Plan, as 
          Amended and Restated.
 
  5.1  -  Opinion of Smith, Gambrell & Russell.
 
 23.1 -   Consent of Arthur Andersen LLP (included at page II-6 of this 
          Registration Statement).
 
 23.2 -   Consent of Smith, Gambrell & Russell (contained in their opinion 
          filed as Exhibit 5.1).
 
 24.1  -  Power of Attorney of Donald L. Lucas.
 
 24.2  -  Power of Attorney of George B. Caldwell.
 
 24.3  -  Power of Attorney of Walter S. Huff, Jr.
 
 24.4  -  Power of Attorney of Charles E. Thoele.

                                      II-4
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 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 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.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at the 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 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 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
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

    As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our reports dated
February 13, 1996 included in or incorporated by reference in Transcend
Services, Inc.'s Form 10-K, filed with the Securities and Exchange Commission
for the year ended December 31, 1995 and to all references to our Firm included
in or made a part of this registration statement.

                               ARTHUR ANDERSEN LLP

Atlanta, Georgia
November 8, 1996

                                      II-6
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 this 12th day of
November, 1996.

                                  TRANSCEND SERVICES, INC.

Date: November 12, 1996           By:  /s/ Larry G. Gerdes
                                     ---------------------------------------
                                       Larry G. Gerdes, President,
                                       Chief Executive Officer and Director
                                       (Principal Executive Officer)
 
Date: November 12, 1996           By:  /s/ David W. Murphy
                                     ---------------------------------------
                                       David W. Murphy, Chief Financial Officer,
                                       Secretary and Treasurer (Principal 
                                       Accounting and Financial Officer)

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

    Signature                   Title                              Date
    ---------                   -----                              ----

             *               Director                        November 12, 1996
--------------------------       
Donald L. Lucas

/s/ Larry G. Gerdes          Chairman of the Board           November 12, 1996
--------------------------                                           
Larry G. Gerdes              of Directors, President
                             and Chief Executive Officer

            *                Director                        November 12, 1996
--------------------------
George B. Caldwell

            *                Director                        November 12, 1996
--------------------------
Walter S. Huff, Jr.

            *                Director                        November 12, 1996
--------------------------
Charles E. Thoele

*By:  /s/ Larry G. Gerdes
    ------------------------------------------
    Larry G. Gerdes, pursuant to a
    power-of-attorney filed as an
    exhibit to this Registration Statement

                                      II-7
EXHIBIT INDEX

   
 Exhibit                                                            Sequential
 Number                     Description of Exhibit                  Page Number
 ------                     ----------------------                  -----------

   4.1  -  1992 Stock Option Plan, as Amended and Restated.

   4.2  -  Form of Stock Option Agreement under 1992 Stock Option
           Plan, as Amended and Restated.

   5.1  -  Opinion of Smith, Gambrell & Russell.

  24.1  -  Power of Attorney of Donald L. Lucas.

  24.2  -  Power of Attorney of George B. Caldwell.

  24.3  -  Power of Attorney of Walter S. Huff, Jr.

  24.4  -  Power of Attorney of Charles E. Thoele.

        
                                     II-8