As filed with the Securities and Exchange Commission on July 28, 2004
                                                             Reg. No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933



                            BRANDPARTNERS GROUP, INC.

             (Exact name of registrant as specified in its charter)


          Delaware                                          13-3236325
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                          identification No.)

                                 10 Main Street
                               Rochester, NH 03839
                                 (800) 732-3999
                    (Address of principal executive offices)

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

                            2004 STOCK INCENTIVE PLAN
                              (Full title of plan)

                                 James F. Brooks
                             Chief Executive Officer
                                 10 Main Street
                               Rochester, NH 03839
                     (Name and address of agent for service)
                                 (800) 732-3999
          (Telephone number, including area code of agent for service)

                                    Copy to:
                               Baratta & Goldstein
                           597 Fifth Avenue, 9th Floor
                            New York, New York 10017
                                 (212) 750-9700
                               fax: (212) 750-8297





<PAGE>
<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE

---------------------------------------------------------------------------------------------
                                    Proposed maximum     Proposed maximum
Title of securities   Amount to be   offering price       Aggregate offering   Amount of
 To be registered     Registered      per share (1)       Price              Registration fee
---------------------------------------------------------------------------------------------
Common Stock
<C>                    <C>                <C>               <C>               <C>
($.01 par value)       5,000,000          $0.53             $2,650,000        $335.76

---------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 (c) under the Securities Act of 1933, and based on the
average of the high and low prices of the common stock on July 27, 2004 as
reported on the Over the Counter Bulletin Board.

</TABLE>













<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THIS SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION.

Information required by Part 1 to be contained in the Section 10(a) prospectus
is omitted from the registration statement in accordance with Rule 428 under the
Securities Act of 1933 and the Note to Part I of Form S-8.


ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

Information required by Part 1 to be contained in the Section 10(a) prospectus
is omitted from the registration statement in accordance with Rule 428 under the
Securities Act of 1933 and the Note to Part I of Form S-8.
















                                      -1-
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by BrandPartners Group, Inc. (the "Company") with
the Securities and Exchange Commission (the "Commission") are incorporated by
reference herein:

(a) The Company's annual report on Form 10-K for the fiscal year ended December
31, 2003 filed pursuant to Section 13 of the Exchange Act, file number 0-16530;

(b) The description of the Company's Common Stock contained in the Company's
Registration Statement on Form S-1/A No.1 dated May 10, 2004, filed pursuant to
Section 12 of the Exchange Act, including any amendment or report filed for the
purpose of updating the description;

(c) Any document filed by the Company with the Commission pursuant to Sections
13(a), 13( c), 14 or 15(d) of the Exchange Act subsequent to the date hereof,
but prior to the filing of a post-effective amendment to this Registration
Statement which Indicates that all shares of Common Stock registered hereunder
have been sold or that deregisters all such shares of Common Stock then
remaining unsold, such documents being deemed to be incorporated by reference
herein and to be part hereof from the date of filing of such documents.

In addition, all documents subsequently filed with the Commission by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
on or after the date of the Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold under
the Registration Statement, shall be deemed to be incorporated by reference in
this Registration Statement and to be part hereof from the date of filing of
such documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superceded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such earlier statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

The legality of the share of Common Stock offered hereby has been passed upon by
Baratta & Goldstein. Restricted shares of Common Stock with piggyback
registration rights are being issued to BrandPartners' attorney in such law
firm for services provided to BrandPartners in connection with this
Registration Statement.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 102 of the Delaware General Corporation Law allows a corporation to
eliminate the personal liability of directors of a corporation to the
corporation or to any of its stockholders for monetary damage for a breach of
his fiduciary duty as a director, except in the case where the director breached
his or her duty of loyalty, failed to act in good faith, engaged in intentional
misconduct or knowingly violated a law, authorized the payment of a dividend or
approved a stock repurchase in violation of Delaware corporate law or obtained
an improper personal benefit. BrandPartners Certificate of Incorporation
contains a provision that eliminates directors' personal liability as set forth
above.

Section 145 of the Delaware General Corporation Law, as amended, provides that a
corporation may 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, whether civil, criminal, administrative or investigative, by reason
of the fact that he or she is or was a director, officer, employee or agent of
the corporation or is or was serving at its request in such capacity in another
corporation or business associated against expenses (including attorneys' fees),










                                      -2-
<PAGE>


judgments, fines and amounts paid in settlement actually and reasonably incurred
by him or her in connection with such action, suit or proceeding if he or she
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.

Article IX of the Company's Certificate of Incorporation provides for the
indemnification of its directors to the fullest extent permitted by the Delaware
General Corporation Law. This provision in the Certificate of Incorporation does
not eliminate the fiduciary duty of the directors, and, in appropriate
circumstances, equitable remedies such as injunctive or other forms of
non-monetary relief will remain available under Delaware Law. In addition, each
director will continue to be subject to liability for breach of the director's
duty of loyalty to the Company for acts or omissions not in good faith or
involving intentional misconduct, for knowing violations of law, for actions
leading to improper personal benefit to the director and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware law. The provision does not affect a director's responsibilities
under any other law, such as the federal securities laws or state or federal
environmental laws. Article VIII of the Company's Bylaws provides for the
indemnification of officers, directors and third parties acting on behalf of the
corporation to the full extent permitted by Delaware law.

The Company has entered into Indemnification Agreements with its executive
officers and directors. The Indemnification Agreements provide the Company's
officers and directors with further indemnification to the maximum extent
permitted by the Delaware General Corporation Law.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. EXHIBITS

The Exhibits to this registration statement are listed in the index to Exhibits
on page 6.

ITEM 9. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes:

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

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act
1933:

(ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement:

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement; provided,
however, that paragraph (1)(i) and (1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Company pursuant to Section 13 or
Section 15 (d) of the Exchange Act that are incorporated by reference in this
Registration Statement.

(2) That for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendments 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 mean of a post-effective amendment any of the
securities being registered hereunder that remain unsold at the termination of
the offering.



                                      -3-
<PAGE>


(b) The undersigned Company hereby undertakes that for purposes of determining
any liability under the Securities Act of 1933, each filing of the company's
annual report pursuant to Section 13 (a) or Section 15 (d) of the Securities and
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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 that time shall be deemed to be
the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the above-described provisions 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 of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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 of 1933 and will be governed by the
final adjudication of such issue.




















                                      -4-
<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 a 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 Rochester, State of New Hampshire on July 28, 2004.

                            BRANDPARTNERS GROUP, INC.




                     BY   /S/ JAMES F. BROOKS
                     ----------------------------------------------
                     JAMES F. BROOKS, DIRECTOR, CHIEF EXECUTIVE
                     OFFICER AND SECRETARY





                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Anthony Cataldo, as his or her attorney-in-fact, with
full power of substitution and resubstitution, for him in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact full power and authority to do and perform each and every act
and thing requisite and necessary to be done in connection therewith as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

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
capacities and on the dates indicated.





SIGNATURE                     TITLE                           DATE
-----------------------       -------------------------      -----------------


/S/ ANTHONY CATALDO           CHAIRMAN OF THE                JULY 28, 2004
-----------------------
ANTHONY CATALDO               BOARD OF DIRECTORS

/S/ JAMES F. BROOKS           DIRECTOR, CHIEF EXECUTIVE      JULY 28, 2004
-----------------------       OFFICER AND SECRETARY
JAMES F. BROOKS

/S/ RICHARD LEVY              DIRECTOR                       JULY 28, 2004
-----------------------
RICHARD LEVY


/S/ J. WELDON CHITWOOD        DIRECTOR                       JULY 28, 2004
-----------------------
J. WELDON CHITWOOD


















                                      -5-
<PAGE>



                                INDEX TO EXHIBITS





Exhibit
NO.         Description
------      --------------


4.1          BrandPartners Group Inc. 2004 Stock Incentive Plan
5.1          Opinion of Baratta & Goldstein
23.1         Consent of Goldstein and Morris Certified Public Accountants
23.2         Consent of Baratta & Goldstein
             (filed as part of Exhibit 5.1)













                                      -6-
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "t301146.txt", "secsgml_size_bytes": 16550}]
{"company-data": {"conformed-name": "BRANDPARTNERS GROUP INC", "cik": "0000798600", "assigned-sic": "8742", "irs-number": "133236325", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-117803", "film-number": "04942440"}, "business-address": {"street1": "10 MAIN STREET", "city": "ROCHESTER", "state": "NH", "zip": "03839", "phone": "603-335-1400"}, "mail-address": {"street1": "10 MAIN STREET", "city": "ROCHESTER", "state": "NH", "zip": "03839"}, "former-company": {"former-conformed-name": "FINANCIAL PERFORMANCE CORP", "date-changed": "19940406"}}
As filed with the Securities and Exchange Commission on July 28, 2004
                                                             Reg. No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            BRANDPARTNERS GROUP, INC.

             (Exact name of registrant as specified in its charter)

          Delaware                                          13-3236325
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                          identification No.)

                                 10 Main Street
                               Rochester, NH 03839
                                 (800) 732-3999
                    (Address of principal executive offices)

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

                            2004 STOCK INCENTIVE PLAN
                              (Full title of plan)

                                 James F. Brooks
                             Chief Executive Officer
                                 10 Main Street
                               Rochester, NH 03839
                     (Name and address of agent for service)
                                 (800) 732-3999
          (Telephone number, including area code of agent for service)

                                    Copy to:
                               Baratta & Goldstein
                           597 Fifth Avenue, 9th Floor
                            New York, New York 10017
                                 (212) 750-9700
                               fax: (212) 750-8297
CALCULATION OF REGISTRATION FEE

---------------------------------------------------------------------------------------------
                                    Proposed maximum     Proposed maximum
Title of securities   Amount to be   offering price       Aggregate offering   Amount of
 To be registered     Registered      per share (1)       Price              Registration fee
---------------------------------------------------------------------------------------------
Common Stock
($.01 par value)       5,000,000          $0.53             $2,650,000        $335.76

---------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 (c) under the Securities Act of 1933, and based on the
average of the high and low prices of the common stock on July 27, 2004 as
reported on the Over the Counter Bulletin Board.
PART I

              INFORMATION REQUIRED IN THIS SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION.

Information required by Part 1 to be contained in the Section 10(a) prospectus
is omitted from the registration statement in accordance with Rule 428 under the
Securities Act of 1933 and the Note to Part I of Form S-8.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

Information required by Part 1 to be contained in the Section 10(a) prospectus
is omitted from the registration statement in accordance with Rule 428 under the
Securities Act of 1933 and the Note to Part I of Form S-8.

                                      -1-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by BrandPartners Group, Inc. (the "Company") with
the Securities and Exchange Commission (the "Commission") are incorporated by
reference herein:

(a) The Company's annual report on Form 10-K for the fiscal year ended December
31, 2003 filed pursuant to Section 13 of the Exchange Act, file number 0-16530;

(b) The description of the Company's Common Stock contained in the Company's
Registration Statement on Form S-1/A No.1 dated May 10, 2004, filed pursuant to
Section 12 of the Exchange Act, including any amendment or report filed for the
purpose of updating the description;

(c) Any document filed by the Company with the Commission pursuant to Sections
13(a), 13( c), 14 or 15(d) of the Exchange Act subsequent to the date hereof,
but prior to the filing of a post-effective amendment to this Registration
Statement which Indicates that all shares of Common Stock registered hereunder
have been sold or that deregisters all such shares of Common Stock then
remaining unsold, such documents being deemed to be incorporated by reference
herein and to be part hereof from the date of filing of such documents.

In addition, all documents subsequently filed with the Commission by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
on or after the date of the Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold under
the Registration Statement, shall be deemed to be incorporated by reference in
this Registration Statement and to be part hereof from the date of filing of
such documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superceded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such earlier statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

The legality of the share of Common Stock offered hereby has been passed upon by
Baratta & Goldstein. Restricted shares of Common Stock with piggyback
registration rights are being issued to BrandPartners' attorney in such law
firm for services provided to BrandPartners in connection with this
Registration Statement.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 102 of the Delaware General Corporation Law allows a corporation to
eliminate the personal liability of directors of a corporation to the
corporation or to any of its stockholders for monetary damage for a breach of
his fiduciary duty as a director, except in the case where the director breached
his or her duty of loyalty, failed to act in good faith, engaged in intentional
misconduct or knowingly violated a law, authorized the payment of a dividend or
approved a stock repurchase in violation of Delaware corporate law or obtained
an improper personal benefit. BrandPartners Certificate of Incorporation
contains a provision that eliminates directors' personal liability as set forth
above.

Section 145 of the Delaware General Corporation Law, as amended, provides that a
corporation may 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, whether civil, criminal, administrative or investigative, by reason
of the fact that he or she is or was a director, officer, employee or agent of
the corporation or is or was serving at its request in such capacity in another
corporation or business associated against expenses (including attorneys' fees),

                                      -2-
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him or her in connection with such action, suit or proceeding if he or she
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.

Article IX of the Company's Certificate of Incorporation provides for the
indemnification of its directors to the fullest extent permitted by the Delaware
General Corporation Law. This provision in the Certificate of Incorporation does
not eliminate the fiduciary duty of the directors, and, in appropriate
circumstances, equitable remedies such as injunctive or other forms of
non-monetary relief will remain available under Delaware Law. In addition, each
director will continue to be subject to liability for breach of the director's
duty of loyalty to the Company for acts or omissions not in good faith or
involving intentional misconduct, for knowing violations of law, for actions
leading to improper personal benefit to the director and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware law. The provision does not affect a director's responsibilities
under any other law, such as the federal securities laws or state or federal
environmental laws. Article VIII of the Company's Bylaws provides for the
indemnification of officers, directors and third parties acting on behalf of the
corporation to the full extent permitted by Delaware law.

The Company has entered into Indemnification Agreements with its executive
officers and directors. The Indemnification Agreements provide the Company's
officers and directors with further indemnification to the maximum extent
permitted by the Delaware General Corporation Law.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. EXHIBITS

The Exhibits to this registration statement are listed in the index to Exhibits
on page 6.

ITEM 9. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes:

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

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act
1933:

(ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement:

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement; provided,
however, that paragraph (1)(i) and (1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Company pursuant to Section 13 or
Section 15 (d) of the Exchange Act that are incorporated by reference in this
Registration Statement.

(2) That for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendments 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 mean of a post-effective amendment any of the
securities being registered hereunder that remain unsold at the termination of
the offering.

                                      -3-
(b) The undersigned Company hereby undertakes that for purposes of determining
any liability under the Securities Act of 1933, each filing of the company's
annual report pursuant to Section 13 (a) or Section 15 (d) of the Securities and
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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 that time shall be deemed to be
the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the above-described provisions 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 of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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 of 1933 and will be governed by the
final adjudication of such issue.

                                      -4-
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 a 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 Rochester, State of New Hampshire on July 28, 2004.

                            BRANDPARTNERS GROUP, INC.

                     BY   /S/ JAMES F. BROOKS
                     ----------------------------------------------
                     JAMES F. BROOKS, DIRECTOR, CHIEF EXECUTIVE
                     OFFICER AND SECRETARY

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Anthony Cataldo, as his or her attorney-in-fact, with
full power of substitution and resubstitution, for him in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact full power and authority to do and perform each and every act
and thing requisite and necessary to be done in connection therewith as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

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
capacities and on the dates indicated.

SIGNATURE                     TITLE                           DATE
-----------------------       -------------------------      -----------------

/S/ ANTHONY CATALDO           CHAIRMAN OF THE                JULY 28, 2004
-----------------------
ANTHONY CATALDO               BOARD OF DIRECTORS

/S/ JAMES F. BROOKS           DIRECTOR, CHIEF EXECUTIVE      JULY 28, 2004
-----------------------       OFFICER AND SECRETARY
JAMES F. BROOKS

/S/ RICHARD LEVY              DIRECTOR                       JULY 28, 2004
-----------------------
RICHARD LEVY

/S/ J. WELDON CHITWOOD        DIRECTOR                       JULY 28, 2004
-----------------------
J. WELDON CHITWOOD

                                      -5-
INDEX TO EXHIBITS

Exhibit
NO.         Description
------      --------------

4.1          BrandPartners Group Inc. 2004 Stock Incentive Plan
5.1          Opinion of Baratta & Goldstein
23.1         Consent of Goldstein and Morris Certified Public Accountants
23.2         Consent of Baratta & Goldstein
             (filed as part of Exhibit 5.1)

                                      -6-