SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                         MARKETING SERVICES GROUP, INC.
                         ------------------------------
               (Exact name of Registrant as specified in charter)

         Nevada                                           88-0085608
         ------                                           ----------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation of organization)                      Identification Number)

                     333 Seventh Avenue, New York, NY 10001
                     --------------------------------------
                    (Address of Principal Executive Offices)

              MARKETING SERVICES GROUP, INC. 1999 STOCK OPTION PLAN
              -----------------------------------------------------
                                       and
                        AN EXECUTIVE EMPLOYMENT AGREEMENT
                        ---------------------------------
                            (Full title of the Plans)
                                       and
    AN INCREASE TO THE MARKETING SERVICES GROUP, INC. 1991 STOCK OPTION PLAN
    ------------------------------------------------------------------------
                            (Full title of the Plans)

                                  Cindy H. Hill
                     333 Seventh Avenue, New York, NY 10001
                     --------------------------------------
                     (Name and address of agent for service)

                                  (212)594-7688
                                  -------------
          (Telephone number, including area code, of agent for service)

                                    COPY TO:
                Alan I. Annex, Esq., Camhy Karlinsky & Stein LLP
               1740 Broadway, 16th Floor, New York, NY 10019-4315

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Title of         Amount to     Proposed maximum   Proposed maximum  Amount of
Securities to    be            offering price     aggregate         registration
be registered    registered(1) per share(2)       offering price(2) fee
--------------------------------------------------------------------------------
Common stock,
$0.01 par value   1,600,000      $25.19             $25,252,875       $7,652.39
per share
--------------------------------------------------------------------------------

(1) This  Registration  Statement covers (i) 1,000,000  shares  authorized to be
issued under the Marketing  Services  Group,  Inc. 1999 Stock Option Plan;  (ii)
400,000 shares authorized to be issued under an Executive Employment  Agreement;
and (iii) 200,000  shares  authorized to be issued under the Marketing  Services
Group, Inc. 1991 Stock Option Plan.

(2)  Estimated  solely  for  calculating  the  amount of the  registration  fee,
pursuant to Rule 457(h) under the Securities  Act of 1933, as amended.  Pursuant
to Rules 457(c) and (h) of the  Securities  Act, the proposed  maximum  offering
price per  Common  Share  subject  to  outstanding  options  ("Options")  issued
pursuant to the Plan has been  calculated  on the basis of the average  exercise
price of outstanding Options, and the proposed maximum offering price per Common
Share  available  for grant under the Plan that are not  subject to  outstanding
Options  has been  calculated  on the basis of the  average  of the high and low
price per Common Share, as reported by Nasdaq on July 2, 1999.

<PAGE>

                                     PART I

                INFORMATION REQUIRED IN SECTION 10 (a) PROSPECTUS

     Information  required  by  Part  I to be  contained  in the  Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance  with the
Introductory Note to Part I of Form S-8.


                                     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")  by Marketing  Services Group,  Inc., a Nevada  Corporation,
("MSGI" or the "Company"), are incorporated herein by reference.

(a)  Annual report filed on Form 10-KSB for the fiscal year ended June 30, 1998,
     pursuant to Section 13(a) or 15(d) of the Securities  Exchange Act of 1934,
     as amended ( the "Exchange Act").

(b)  Quarterly report on Form 10-Q for the nine months ended March 31, 1999.

(c)  Quarterly report on Form 10-Q for the six months ended December 31, 1998.

(d)  Quarterly  report on Form 10-Q for the three  months  ended  September  30,
     1998.

(e)  Current  report on Form 8-K filed on May 24, 1999  regarding the completion
     of the acquisition of CMG Direct Corporation.

(f)  Current report on Form 8-K filed on March 24, 1999 regarding  the Company's
     intention to acquire CMG Direct Corporation.

(g)  Current  report  on  Form  8-K  filed  on  February  1, 1999 regarding  the
     acquisition of Stevens-Knox & Associates,  Stevens-Knox  List Brokerage and
     Stevens-Knox International as amended on April 6, 1999.

(h)  Current report on Form 8-K filed on October 2, 1998 regarding the Company's
     intention to buy back up to 1,000,000 shares of its common stock.

     In addition,  all documents  filed by MSGI with the Commission  pursuant to
Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this  Registration  Statement  and prior to the  filing  of a  post-effective
amendment which indicates that all the securities  offered hereby have been sold
or which  deregisters all securities then remaining unsold shall be deemed to be
incorporated  herein by  reference  and to be a part hereof from the date of the
filing of such documents with the Commission.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

     The  validity of the Common Stock  offered  hereby has been passed upon for
the Company by Lionel Sawyer & Collins, Las Vegas, Nevada.

<PAGE>

Item 6.  Indemnification of Directors and Officers

     The Restated  Articles  provide that  Directors and officers of the Company
shall not be personally  liable to the Company or its  stockholders  for damages
for breach of  fiduciary  duty as a Director or officer,  except for (i) acts or
omissions which involve intentional misconduct, fraud, or a knowing violation of
law or (ii) the payment of dividends in violation of the  provisions  of Chapter
78 of the NRS. The Restated Articles further provide that, if the NRS is amended
to  authorize  corporate  action  further  eliminating  or limiting the personal
liability of Directors and officers, then the liability of a Director or officer
of the Company shall be  eliminated  or limited to the full extent  permitted by
the NRS. Any repeal or  modification  of all or any portion of the limitation on
liability  contained in the Restated Articles by the stockholders of the Company
shall not  adversely  affect any right or protection of a Director or officer of
the Company with respect to any acts or omissions occurring prior to the time of
such repeal or modification.

     The By-Laws  provide for  indemnification  of the officers and Directors of
the Company, as the case may be, against any liability, cost or expense incurred
by such  Director  or officer by reason of the fact that such person is or was a
Director,  officer,  employee or agent of the Company, except to the extent that
such indemnification is prohibited by Chapter 78 of the NRS.

     Section  78.751 of the NRS provides that a corporation  may, and in certain
cases, must,  indemnify any person who was or is a party, or is threatened to be
made a party, to any threatened, pending or completed action, suit or proceeding
(other than certain actions by, or in right of, the  Corporation),  by reason of
the fact that such  person is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture, trust or other enterprise, against expenses, including attorneys' fees,
and, in the case of a non-derivative action,  judgments,  fines and amounts paid
in settlement,  actually and reasonably  incurred by such person,  in connection
with the action,  suit or proceeding,  if, in either type of action, such person
acted in good faith and in a manner which such person reasonably  believed to be
in, or not opposed to, the best interests of the corporation. The termination of
any action,  suit or proceeding by judgment,  order,  settlement,  conviction or
upon a plea of nolo contendere or its equivalent  does not, of itself,  create a
presumption that the person did not act in good faith and in a manner which such
person  reasonably  believed to be in, or not opposed to, the best  interests of
the  corporation  and that,  with respect to any criminal  action or proceeding,
such  person had  reasonable  cause to believe  that such  person's  conduct was
unlawful.

     Indemnification  may not be made,  in a derivative  action,  for any claim,
issue or  matter  as to  which  such a person  had been  adjudged  by a court of
competent jurisdiction,  after exhaustion of all appeals therefrom, to be liable
to the  corporation,  or for  amounts  paid in  settlement  to the  corporation,
unless,  and only to the extent that,  the court in which the action or suit was
brought or other court of competent  jurisdiction  determines  upon  application
that,  in view of all the  circumstances  of the case,  the person is fairly and
reasonably entitled to indemnity for such expenses as the court deems proper.

     The Company's  By-Laws  provide that the expenses of officers and Directors
incurred in defending a civil or criminal  action,  suit or  proceeding  must be
paid by the  corporation  as they are  incurred,  and in  advance  of the  final
disposition of the action,  upon receipt of an undertaking  by, or on behalf of,
the Director or officer to repay the amount if it is ultimately  determined by a
court  of  competent  jurisdiction  that  such  person  is  not  entitled  to be
indemnified  by the  corporation,  unless  ordered  by a court or  advanced  (as
described above), any indemnification  must be made by the corporation,  only as
authorized in the specific case, upon a determination  that the  indemnification
of the Director, officer, employee or agent is proper in the circumstances.  The
determination  must be made  either  by the  stockholders,  or by the  Board  of
Directors by a majority  vote of a quorum  consisting  of Directors who were not
parties  to the  act,  suit  or  proceeding.  If a  majority  vote  of a  quorum
consisting  of Directors  who were not parties to the act, suit or proceeding so
orders,  or if a quorum consisting of Directors who were not parties to the act,
suit  or  proceeding  cannot  be  obtained,  the  determination  must be made by
independent legal counsel in a written opinion.

     Insofar as indemnification for Directors,  officers and controlling persons
of the Company with respect to liabilities  arising under the Securities Act may
be granted pursuant to the provisions described above, or otherwise, the Company
has been advised that, in the opinion of the Commission, such indemnification is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.

Item 7.  Exemption from Registration Claimed

         Not applicable

Item 8.  Exhibits

      Exhibit No.
      ----------
        4.1   The Marketing Services Group, Inc. 1999 Stock Option Plan
        4.2   The Marketing  Services Group,  Inc. 1991 Stock Option Plan
              (previously  filed on Form S-8 on July 7, 1997)
        4.3   Executive Employment Agreement
        5.1   Opinion of Lionel Sawyer & Collins
       23.1   Consent of Lionel Sawyer & Collins (contained in the Opinion filed
              as Exhibit 5.1)
       23.2   Consent of PricewaterhouseCoopers, LLP


Item 9.  Undertakings

MSGI hereby undertakes:

(1)  To file,  during  any  period in which  offers or sales are being  made,  a
     post-effective amendment to the Registration Statement:

     (i)  to  include  any  prospectus  required  by  Section  10(a)(3)  of  the
          Securities Act;

     (ii) to reflect in the  prospectus  any facts or events  arising  after the
          effective  date of the  Registration  Statement  (or the  most  recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in the  Registration  Statement.  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  and 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
          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 the Registration Statement or
          any material change to such information in the Registration Statement;


PROVIDED,  HOWEVER,  that  paragraphs  (a)(i)  and  (a)(ii)  do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and 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 by the
registrant  pursuant to Section 13 or Section 15(d) of the  Securities  Exchange
Act of 1934 that are incorporated by reference in the Registration Statement.

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

     That, for purposes of determining  any liability  under the Securities Act,
each filing of MSGI's Annual  report  pursuant to Section 13(a) or Section 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.

     That,  insofar  as  indemnification   for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of MSGI  pursuant  to the  foregoing  provisions,  or  otherwise,  MSGI has been
advised that, in the opinion of the 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 MSGI of expenses  incurred or paid by a
director, officer or controlling person of MSGI 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,  MSGI 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>

                                   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 New York, State of New York, on June 28, 1999.


                                     MARKETING SERVICES GROUP, INC.


                                     By:  /s/ J. Jeremy Barbera
                                          ---------------------
                                          J. Jeremy Barbera
                                          Chairman of the Board and
                                          Chief Executive Officer


      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on June 28, 1999.

          Signature                             Title
          ---------                             -----

    /s/ J. Jeremy Barbera
    ---------------------      Chairman of the Board and Chief Executive Officer
    J. Jeremy Barbera          (Principal Executive Officer)


    /s/ Cindy H. Hill          Chief Financial Officer (Principal Financial and
    -----------------          Accounting Officer)
    Cindy H. Hill


    /s/ Alan I. Annex          Director
    -----------------
    Alan I. Annex


   /s/ S. James Coppersmith    Director
   ------------------------
   S. James Coppersmith


   /s/ Seymour Jones           Director
   -----------------
   Seymour Jones


   /s/ C. Anthony Wainwright   Director
   -------------------------
   C. Anthony Wainwright


   /s/ John T. Gerlach         Director
   -------------------
   John T. Gerlach
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18644}]
{"company-data": {"conformed-name": "MARKETING SERVICES GROUP INC", "cik": "0000014280", "assigned-sic": "7389", "irs-number": "880085608", "state-of-incorporation": "NV", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-82541", "film-number": "99661499"}, "business-address": {"street1": "333 SEVENTH AVENUE", "street2": "20TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10001", "phone": "2125947688"}, "mail-address": {"street1": "333 SEVENTH AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10001"}, "former-company": [{"former-conformed-name": "ALL-COMM MEDIA CORP", "date-changed": "19950823"}, {"former-conformed-name": "SPORTS TECH INC", "date-changed": "19920703"}, {"former-conformed-name": "BRISTOL HOLDINGS INC", "date-changed": "19920518"}]}
SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                         MARKETING SERVICES GROUP, INC.
                         ------------------------------
               (Exact name of Registrant as specified in charter)

         Nevada                                           88-0085608
         ------                                           ----------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation of organization)                      Identification Number)

                     333 Seventh Avenue, New York, NY 10001
                     --------------------------------------
                    (Address of Principal Executive Offices)

              MARKETING SERVICES GROUP, INC. 1999 STOCK OPTION PLAN
              -----------------------------------------------------
                                       and
                        AN EXECUTIVE EMPLOYMENT AGREEMENT
                        ---------------------------------
                            (Full title of the Plans)
                                       and
    AN INCREASE TO THE MARKETING SERVICES GROUP, INC. 1991 STOCK OPTION PLAN
    ------------------------------------------------------------------------
                            (Full title of the Plans)

                                  Cindy H. Hill
                     333 Seventh Avenue, New York, NY 10001
                     --------------------------------------
                     (Name and address of agent for service)

                                  (212)594-7688
                                  -------------
          (Telephone number, including area code, of agent for service)

                                    COPY TO:
                Alan I. Annex, Esq., Camhy Karlinsky & Stein LLP
               1740 Broadway, 16th Floor, New York, NY 10019-4315

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Title of         Amount to     Proposed maximum   Proposed maximum  Amount of
Securities to    be            offering price     aggregate         registration
be registered    registered(1) per share(2)       offering price(2) fee
--------------------------------------------------------------------------------
Common stock,
$0.01 par value   1,600,000      $25.19             $25,252,875       $7,652.39
per share
--------------------------------------------------------------------------------

(1) This  Registration  Statement covers (i) 1,000,000  shares  authorized to be
issued under the Marketing  Services  Group,  Inc. 1999 Stock Option Plan;  (ii)
400,000 shares authorized to be issued under an Executive Employment  Agreement;
and (iii) 200,000  shares  authorized to be issued under the Marketing  Services
Group, Inc. 1991 Stock Option Plan.

(2)  Estimated  solely  for  calculating  the  amount of the  registration  fee,
pursuant to Rule 457(h) under the Securities  Act of 1933, as amended.  Pursuant
to Rules 457(c) and (h) of the  Securities  Act, the proposed  maximum  offering
price per  Common  Share  subject  to  outstanding  options  ("Options")  issued
pursuant to the Plan has been  calculated  on the basis of the average  exercise
price of outstanding Options, and the proposed maximum offering price per Common
Share  available  for grant under the Plan that are not  subject to  outstanding
Options  has been  calculated  on the basis of the  average  of the high and low
price per Common Share, as reported by Nasdaq on July 2, 1999.
PART I

                INFORMATION REQUIRED IN SECTION 10 (a) PROSPECTUS

     Information  required  by  Part  I to be  contained  in the  Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance  with the
Introductory Note to Part I of Form S-8.

                                     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")  by Marketing  Services Group,  Inc., a Nevada  Corporation,
("MSGI" or the "Company"), are incorporated herein by reference.

(a)  Annual report filed on Form 10-KSB for the fiscal year ended June 30, 1998,
     pursuant to Section 13(a) or 15(d) of the Securities  Exchange Act of 1934,
     as amended ( the "Exchange Act").

(b)  Quarterly report on Form 10-Q for the nine months ended March 31, 1999.

(c)  Quarterly report on Form 10-Q for the six months ended December 31, 1998.

(d)  Quarterly  report on Form 10-Q for the three  months  ended  September  30,
     1998.

(e)  Current  report on Form 8-K filed on May 24, 1999  regarding the completion
     of the acquisition of CMG Direct Corporation.

(f)  Current report on Form 8-K filed on March 24, 1999 regarding  the Company's
     intention to acquire CMG Direct Corporation.

(g)  Current  report  on  Form  8-K  filed  on  February  1, 1999 regarding  the
     acquisition of Stevens-Knox & Associates,  Stevens-Knox  List Brokerage and
     Stevens-Knox International as amended on April 6, 1999.

(h)  Current report on Form 8-K filed on October 2, 1998 regarding the Company's
     intention to buy back up to 1,000,000 shares of its common stock.

     In addition,  all documents  filed by MSGI with the Commission  pursuant to
Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this  Registration  Statement  and prior to the  filing  of a  post-effective
amendment which indicates that all the securities  offered hereby have been sold
or which  deregisters all securities then remaining unsold shall be deemed to be
incorporated  herein by  reference  and to be a part hereof from the date of the
filing of such documents with the Commission.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

     The  validity of the Common Stock  offered  hereby has been passed upon for
the Company by Lionel Sawyer & Collins, Las Vegas, Nevada.
Item 6.  Indemnification of Directors and Officers

     The Restated  Articles  provide that  Directors and officers of the Company
shall not be personally  liable to the Company or its  stockholders  for damages
for breach of  fiduciary  duty as a Director or officer,  except for (i) acts or
omissions which involve intentional misconduct, fraud, or a knowing violation of
law or (ii) the payment of dividends in violation of the  provisions  of Chapter
78 of the NRS. The Restated Articles further provide that, if the NRS is amended
to  authorize  corporate  action  further  eliminating  or limiting the personal
liability of Directors and officers, then the liability of a Director or officer
of the Company shall be  eliminated  or limited to the full extent  permitted by
the NRS. Any repeal or  modification  of all or any portion of the limitation on
liability  contained in the Restated Articles by the stockholders of the Company
shall not  adversely  affect any right or protection of a Director or officer of
the Company with respect to any acts or omissions occurring prior to the time of
such repeal or modification.

     The By-Laws  provide for  indemnification  of the officers and Directors of
the Company, as the case may be, against any liability, cost or expense incurred
by such  Director  or officer by reason of the fact that such person is or was a
Director,  officer,  employee or agent of the Company, except to the extent that
such indemnification is prohibited by Chapter 78 of the NRS.

     Section  78.751 of the NRS provides that a corporation  may, and in certain
cases, must,  indemnify any person who was or is a party, or is threatened to be
made a party, to any threatened, pending or completed action, suit or proceeding
(other than certain actions by, or in right of, the  Corporation),  by reason of
the fact that such  person is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture, trust or other enterprise, against expenses, including attorneys' fees,
and, in the case of a non-derivative action,  judgments,  fines and amounts paid
in settlement,  actually and reasonably  incurred by such person,  in connection
with the action,  suit or proceeding,  if, in either type of action, such person
acted in good faith and in a manner which such person reasonably  believed to be
in, or not opposed to, the best interests of the corporation. The termination of
any action,  suit or proceeding by judgment,  order,  settlement,  conviction or
upon a plea of nolo contendere or its equivalent  does not, of itself,  create a
presumption that the person did not act in good faith and in a manner which such
person  reasonably  believed to be in, or not opposed to, the best  interests of
the  corporation  and that,  with respect to any criminal  action or proceeding,
such  person had  reasonable  cause to believe  that such  person's  conduct was
unlawful.

     Indemnification  may not be made,  in a derivative  action,  for any claim,
issue or  matter  as to  which  such a person  had been  adjudged  by a court of
competent jurisdiction,  after exhaustion of all appeals therefrom, to be liable
to the  corporation,  or for  amounts  paid in  settlement  to the  corporation,
unless,  and only to the extent that,  the court in which the action or suit was
brought or other court of competent  jurisdiction  determines  upon  application
that,  in view of all the  circumstances  of the case,  the person is fairly and
reasonably entitled to indemnity for such expenses as the court deems proper.

     The Company's  By-Laws  provide that the expenses of officers and Directors
incurred in defending a civil or criminal  action,  suit or  proceeding  must be
paid by the  corporation  as they are  incurred,  and in  advance  of the  final
disposition of the action,  upon receipt of an undertaking  by, or on behalf of,
the Director or officer to repay the amount if it is ultimately  determined by a
court  of  competent  jurisdiction  that  such  person  is  not  entitled  to be
indemnified  by the  corporation,  unless  ordered  by a court or  advanced  (as
described above), any indemnification  must be made by the corporation,  only as
authorized in the specific case, upon a determination  that the  indemnification
of the Director, officer, employee or agent is proper in the circumstances.  The
determination  must be made  either  by the  stockholders,  or by the  Board  of
Directors by a majority  vote of a quorum  consisting  of Directors who were not
parties  to the  act,  suit  or  proceeding.  If a  majority  vote  of a  quorum
consisting  of Directors  who were not parties to the act, suit or proceeding so
orders,  or if a quorum consisting of Directors who were not parties to the act,
suit  or  proceeding  cannot  be  obtained,  the  determination  must be made by
independent legal counsel in a written opinion.

     Insofar as indemnification for Directors,  officers and controlling persons
of the Company with respect to liabilities  arising under the Securities Act may
be granted pursuant to the provisions described above, or otherwise, the Company
has been advised that, in the opinion of the Commission, such indemnification is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.

Item 7.  Exemption from Registration Claimed

         Not applicable

Item 8.  Exhibits

      Exhibit No.
      ----------
        4.1   The Marketing Services Group, Inc. 1999 Stock Option Plan
        4.2   The Marketing  Services Group,  Inc. 1991 Stock Option Plan
              (previously  filed on Form S-8 on July 7, 1997)
        4.3   Executive Employment Agreement
        5.1   Opinion of Lionel Sawyer & Collins
       23.1   Consent of Lionel Sawyer & Collins (contained in the Opinion filed
              as Exhibit 5.1)
       23.2   Consent of PricewaterhouseCoopers, LLP

Item 9.  Undertakings

MSGI hereby undertakes:

(1)  To file,  during  any  period in which  offers or sales are being  made,  a
     post-effective amendment to the Registration Statement:

     (i)  to  include  any  prospectus  required  by  Section  10(a)(3)  of  the
          Securities Act;

     (ii) to reflect in the  prospectus  any facts or events  arising  after the
          effective  date of the  Registration  Statement  (or the  most  recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in the  Registration  Statement.  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  and 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
          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 the Registration Statement or
          any material change to such information in the Registration Statement;

PROVIDED,  HOWEVER,  that  paragraphs  (a)(i)  and  (a)(ii)  do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and 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 by the
registrant  pursuant to Section 13 or Section 15(d) of the  Securities  Exchange
Act of 1934 that are incorporated by reference in the Registration Statement.

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

     That, for purposes of determining  any liability  under the Securities Act,
each filing of MSGI's Annual  report  pursuant to Section 13(a) or Section 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.

     That,  insofar  as  indemnification   for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of MSGI  pursuant  to the  foregoing  provisions,  or  otherwise,  MSGI has been
advised that, in the opinion of the 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 MSGI of expenses  incurred or paid by a
director, officer or controlling person of MSGI 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,  MSGI 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.
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 New York, State of New York, on June 28, 1999.

                                     MARKETING SERVICES GROUP, INC.

                                     By:  /s/ J. Jeremy Barbera
                                          ---------------------
                                          J. Jeremy Barbera
                                          Chairman of the Board and
                                          Chief Executive Officer

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on June 28, 1999.

          Signature                             Title
          ---------                             -----

    /s/ J. Jeremy Barbera
    ---------------------      Chairman of the Board and Chief Executive Officer
    J. Jeremy Barbera          (Principal Executive Officer)

    /s/ Cindy H. Hill          Chief Financial Officer (Principal Financial and
    -----------------          Accounting Officer)
    Cindy H. Hill

    /s/ Alan I. Annex          Director
    -----------------
    Alan I. Annex

   /s/ S. James Coppersmith    Director
   ------------------------
   S. James Coppersmith

   /s/ Seymour Jones           Director
   -----------------
   Seymour Jones

   /s/ C. Anthony Wainwright   Director
   -------------------------
   C. Anthony Wainwright

   /s/ John T. Gerlach         Director
   -------------------
   John T. Gerlach