AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                                 ON MAY 20, 1997

                                                  REGISTRATION NO. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                           THE TRANSLATION GROUP, LTD.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)


   Delaware                                                   22-3382869
   --------                                                   ----------
(State or other juris-                                        (I.R.S. Employer
diction of incorporation                                      Identification
or organization)                                              No.)

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


                                44 Tanner Street
                          Haddonfield, New Jersey 08033
                                 (609) 795-8669
          (Address of principal executive offices, including zip code)


               The Translation Group, Ltd. 1995 Stock Option Plan
                       Sitomer & Rome Consulting Agreement
                       James W. Grau Consulting Agreement
                            (Full Title of the Plans)

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

                                CHARLES D. CASCIO

                           The Translation Group, Ltd.
                                44 Tanner Street
                          Haddonfield, New Jersey 08033
                                 (609) 795-8669
            (Name, Address and telephone number of Agent for Service)

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

                                    Copy to:

                          IRVING ROTHSTEIN, ESQ Heller,
                              Horowitz & Feit, P.C.
                               292 Madison Avenue
                            New York, New York 10017




                                                                              

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

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>


Title of Securities                       Amount to be                 Proposed                  Proposed                  Amount of
to be Registered                          Registered                   Maximum                   Maximum                   Registra-
------------------                        ------------                 offering                  Aggregate                 tion Fee
                                                                       Price per                 Price (7)                 ---------
                                                                       Share (6)                 ---------                 
                                                                       ---------

<S>                                      <C>                        <C>                        <C>                        <C>    
Common Stock, $0.001                        335,000                    $6.00                      $2,010,000                 $609.09
par value (1)

Common Stock, $0.001                        125,000                     6.00                         750,000                  227.27
par value (2)

Common Stock, $0.001                        200,000                     6.60                       1,320,000                  400.00
par value (3)

Common Stock, $0.001                         25,000                     9.625                       240,625                    72.92
par value(4)

Common Stock,                                20,000                     3.50                         70,000                    21.21
Purchase Warrants(4)

Common Stock, $0.001                         20,000                     6.00                         120,000                   36.36
par value (5)

TOTALS                                    2,565,000                                               $4,510,625               $1,366.85

</TABLE>

(1) Represents  shares issued and issuable pursuant to exercise of stock options
granted and to be granted under The  Translation  Group,  Ltd. 1995 Stock Option
Plan (the "Plan").

(2)  Represents the resale of up to 125,000 shares of Common Stock issuable upon
the  exercise  of stock  options  granted  under the Plan to persons  who may be
deemed affiliates of the registrant.

(3)Represents  the resale of up to 200,000  shares of Common Stock issuable upon
the  exercise  of stock  options  granted  under the Plan to persons  who may be
deemed affiliates of the registrant.

(4)  Represents  the  resale  of  securities  issued  pursuant  to a  Consulting
Agreement.

(5) Represents shares underlying Warrants.

(6) Estimated solely for the purpose of calculating the registration fee.

(7) Proposed  maximum  offering price per  share/warrant is estimated based upon
the closing  sale price of the  Company's  Common  Stock and Warrants on May 14,
1997.




                                                                              

Pursuant to Rule 416, there is also being registered such additional  securities
as may become  issuable  pursuant to the  anti-dilution  provisions of the stock
options and/or the warrants.

IN ADDITION  TO THE  PROSPECTUS  REQUIRED  TO BE  INCLUDED IN THIS  REGISTRATION
STATEMENT ON FORM S-8, AN ADDITIONAL  PROSPECTUS PREPARED IN ACCORDANCE WITH THE
REQUIREMENTS OF FORM S-3 IS FILED HEREWITH PURSUANT TO GENERAL  INSTRUCTION C TO
FORM S-8.







                                                                              

PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation Of Certain Documents By Reference
          -----------------------------------------------

         The following  documents  filed by the Company with the  Commission are
incorporated herein by reference:

         (a) The Company's Prospectus dated December 2, 1996.

         (b) The  Company's  Quarterly  Reports  on Form  10-QSB  for the fiscal
quarters  ended  September  30, 1996 and  December  31,  1996 filed  pursuant to
Section 13 of the Exchange Act.

         (c) The  description  of the Common Stock  contained  in the  Company's
Registration  Statement on Form 8-A, dated November 13, 1996,  filed pursuant to
Section 12 of the Exchange Act.

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

Item 4.           Description of Securities
                  -------------------------

         Inapplicable.

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

         None.

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

         Section  145 of the  Delaware  General  Corporation  Law,  as  amended,
authorizes  the  Company to  indemnify  any  director or officer  under  certain
prescribed  circumstances  and subject to certain  limitations  against  certain
costs and expenses,  including  attorneys' fees actually and reasonably incurred
in connection  with any action,  suit or proceeding,  whether  civil,  criminal,
administrative  or  investigative,  to which such person is a party by reason of
being a director or officer of the Company if it is determined  that such person
acted in accordance  with the  applicable  standard of conduct set forth in such
statutory  provisions.  Article 9 of the Company's  Certificate of Incorporation
contains





                                                                              

provisions relating to the indemnification of directors and officers and Article
9 of the Company's By-Laws extends such indemnities to the full extent permitted
by Delaware law.

         The Company may also purchase and maintain insurance for the benefit of
any director or officer  which may cover claims for which the Company  could not
indemnify such person.

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

         The securities to be reoffered and resold pursuant to this Registration
Statement were or will be issued upon exercise of stock options in  transactions
that were exempt from  registration  pursuant to Section 4(2) of the  Securities
Act. The selling  shareholders are officers and/or directors of the Company with
access to all material information concerning the Company.

Item 8.           Exhibits
                  --------

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

         4.1 The Translation Group, Ltd. 1995 Stock Option Plan (incorporated by
reference from the Company's  Registration Statement on Form SB-2 dated July 25,
1996, Registration No. 333-8857).

         4.2 James W. Grau Consulting Agreement dated February 20, 1997.

         4.3 Sitomer and Rome Consulting Agreement dated as of May 15, 1997.

         5. Opinion of Counsel.

         24.1 Consent of Counsel  (included  in the Opinion of Counsel  filed as
part of Exhibit No. 5).

         24.2 Consent of Votta and Company.

Item 9.           Undertakings
                  ------------

         The undersigned small business issuer hereby undertakes to:

         (1) For determining  liability under the Securities Act of 1933,  treat
each post-effective  amendment as a new Registration Statement of the securities
offered,  and the offering of the securities at that time to be the initial bona
fide offering.

         (2) File a post-effective  amendment to remove from registration any of
the securities that remain unsold at the end of the offering.



                                      II-1
                                                                           






PROSPECTUS
----------

                         350,000 SHARES OF COMMON STOCK
                    AND 20,000 COMMON STOCK PURCHASE WARRANTS

                           THE TRANSLATION GROUP, LTD.

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

         This Prospectus relates to an aggregate of 325,000 shares of the Common
Stock, par value $.001 per share (the "Common Stock"), of The Translation Group,
Ltd. (the "Company")  which,  following the date hereof,  may be issued upon the
exercise of stock options  granted to them pursuant to the Company's  1995 Stock
Option Plan (the  "Plan").  This  prospectus  also  relates to 25,000  shares of
Common Stock (the "Consulting  Stock") and 20,000 Common Stock Purchase Warrants
(the "Warrants" and collectively with the Common Stock and the Consulting Stock,
the  "Securities")  issued to consultants of the Company  pursuant to Consulting
Agreements.  The Common Stock,  Warrants and/or  Consulting Stock may be sold by
the selling  shareholders  identified herein under "Selling  Shareholders."  The
Company will not receive any part of the proceeds  from the sale of any of these
shares by the Selling Shareholders,  although it will receive the exercise price
of the stock options and Warrants if they are exercised.  THE SECURITIES OFFERED
HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS."

         On May 14, 1997, the closing sale price of the Company's  Common Stock,
as reported on the Bulletin Board, was $9.625.

         The  Selling  Shareholders  may be  deemed  to be  "affiliates"  of the
Company,  as that term is defined under the  Securities  Act of 1933, as amended
(the "Act"). In connection with this offering,  each of the Selling Shareholders
may be deemed to be an "underwriter" of the Company's Securities offered hereby,
as that term is defined under the Act. The Selling  Shareholders  intend to sell
the  securities  offered  hereby  from  time to time for  their  own  respective
accounts in the open market at the prices prevailing  therein or in individually
negotiated  transactions  at such  prices as may be agreed  upon.  Each  Selling
Shareholder will bear all expenses with respect to the offering of shares by him
except  the costs  associated  with  registering  his  shares  under the Act and
preparing and printing this Prospectus.

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

         THESE   SECURITIES  HAVE  NOT  BEEN  APPROVED  OR  DISAPPROVED  BY  THE
SECURITIES  AND  EXCHANGE  COMMISSION  NOR HAS THE  COMMISSION  PASSED  UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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

                  The date of this Prospectus is May 20, 1997.




                                                                              

                                TABLE OF CONTENTS

                                                      PAGE NO.
                                                      --------
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . .   3


THE COMPANY . . . . . . . . . . . . . . . . . . . . . . .   3


RISK FACTORS  . . . . . . . . . . . . . . . . . . . . . .   4


SELLING SHAREHOLDERS. . . . . . . . . . . . . . . . . . .  11


PLAN OF DISTRIBUTION  . . . . . . . . . . . . . . . . . .  12


EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . .  12


INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . .  12

         No person has been authorized by the Company to give any information or
to make any representations  not contained in this Prospectus,  and, if given or
made, such information or representations must not be relied upon as having been
so authorized.  This  Prospectus does not constitute an offer of any interest in
the Shares of the  Company in any state or other  jurisdiction  where such offer
would  be  unlawful.  Neither  the  delivery  of this  Prospectus  nor any  sale
hereunder  shall  under  any  circumstances   create  an  implication  that  the
information herein is correct as of any time subsequent to its date.



                                        2



                                                                              

                              AVAILABLE INFORMATION
                              ---------------------

The  Company  is  subject  to the  information  requirements  of the  Securities
Exchange Act of 1934, as amended,  and in  accordance  therewith is obligated to
file reports,  proxy  statements and other  information  with the Securities and
Exchange Commission (the "Commission"). Such Reports, proxy statements and other
information filed by the Company can be inspected at the Headquarters  Office of
the Securities and Exchange  Commission located at 450 Fifth Street,  N.W., Room
1024, Washington, D.C. 20549 and at certain of the Commission's regional offices
at the following addresses: 7 World Trade Center, 13th Floor, New York, New York
10048; and 500 West Madison Street, Suite 1400, Chicago,  Illinois 60661. Copies
of such  material  may be  obtained  from the  Public  Reference  Section of the
Commission, at 450 Fifth Street, N.W., Room 1024, Washington, D.C. at prescribed
rates. The Commission also maintains a Web Site that contains reports, proxy and
information  statements  and  other  information  regarding  the  Company.  This
material can be found at http://www.sec.gov.

                                   THE COMPANY
                                   -----------

         The Translation Group, Ltd. ("TTGL") was incorporated under the laws of
Delaware  on July 7, 1995.  On January  17,  1996,  TTGL  consummated  its first
acquisition  when  the  shareholders  of  Bureau  of  Translation   Services,  a
Pennsylvania  corporation  ("BTS")  exchanged  their shares of BTS for shares of
TTGL (the "Stock  Exchange")  so that BTS became a wholly  owned  subsidiary  of
TTGL.  TTGL  and  BTS are  sometimes  referred  to  herein  collectively  as the
"Company."  The  offices  of  the  Company  are  located  at 44  Tanner  Street,
Haddonfield, New Jersey 08033 and its telephone number at that location is (609)
795-8669.

         TTGL  translates  conventional  documents  and software  written in one
language into other  languages.  The Company  specializes  as a provider of high
tech translation and localization services in the information  technology ("IT")
sector of the translation market. Localization is the art of converting from one
language to another giving careful consideration to custom of the local area.



                                        3


                                                                             

                                  RISK FACTORS
                                  ------------

         THE PURCHASE OF THE SECURITIES OFFERED HEREBY INVOLVES A HIGH DEGREE OF
RISK,  INCLUDING,  BUT NOT NECESSARILY  LIMITED TO, THE RISKS  DESCRIBED  BELOW.
BEFORE SUBSCRIBING FOR THE SECURITIES OFFERED HEREBY, EACH PROSPECTIVE  INVESTOR
SHOULD  CONSIDER  CAREFULLY  THE FOLLOWING  RISK  FACTORS,  AS WELL AS THE OTHER
INFORMATION CONTAINED IN THIS PROSPECTUS.

         1. Special Risks Specific to the Company's Business.  The following are
certain  factors  regarding  the  Company's  business  which  investors  in this
Offering should be aware.

                  -        Difficulty in Maintaining  High Growth;  Fluctuations
                           in  Gross  Margins.  While  the  Company  experienced
                           significant  growth in fiscal 1996 (347%  increase in
                           operating  income),  no  assurance  can be given that
                           even  with  projected  growth  due to  the  Company's
                           consolidation   plans   and  other   growth   through
                           application  of the proceeds of this  Offering,  that
                           the  Company   will  be  able  to  maintain  or  even
                           approximate such growth in the future.  Moreover,  it
                           should  be  noted  that  due  to  the  nature  of the
                           Company's  business,   gross  margins  may  fluctuate
                           significantly   from   quarter-to-quarter   and  from
                           year-to-year.

                  -        Dangers   of   Reliance   on   International   Trade.
                           Approximately  29% of the  Company's  sales  for  the
                           fiscal  year  ended  March 31,  1996 were to  foreign
                           markets  of which  22% were to the Far  East.  Export
                           sales for the year ended March 31,  1995  amounted to
                           48% of gross  revenues  principally  to the Far East.
                           For a brief period,  the Company  hedged the Japanese
                           yen  by  foreign  currency   exchange   transactions.
                           Foreign  currency  fluctuations  to date  have had no
                           impact on the  Company.  The Company  currently  only
                           bills at agreed amounts in US Dollars. Future markets
                           may include  areas of political  instability,  and/or
                           currency valuation fluctuation.

                  -        Ability to Remain  Current with Evolving  Technology.
                           The Company's  business is  concentrated  in the high
                           technology niche of the translation  industry.  Thus,
                           the Company is heavily  dependent upon its ability to
                           adapt as the computer and related software industries
                           continue  to develop  new  products  thereby  causing
                           current state of the art technology to quickly become
                           out of  date.  No  assurance  can be  given  that the
                           Company  will be able to expand or even  continue  in
                           its niche.

                                        4




                                                                               

                  -        Reliance upon Software Marketing License. The Company
                           currently  holds an  exclusive  marketing  license in
                           North  America  to  a  product   developed  by  debis
                           Systemhaus KSP ("debis"),  a wholly-owned  subsidiary
                           of   Daimler-Benz,   and  a   non-exclusive   license
                           elsewhere,  until 5/24/00. While the Company believes
                           that  its   relationship   with  debis  is  good,  no
                           assurance  can be given  that the  marketing  license
                           will always be  available  to the Company or that the
                           product,  not yet marketed in North America,  will be
                           commercially successful.

                  -        Plans  to  Make  Unspecified  Acquisitions  with  the
                           Proceeds Without  Stockholder  Approval.  The Company
                           intends to act as a consolidator  in the  translation
                           industry  and to  acquire  other  companies  in  this
                           field. The Company  currently has executed letters of
                           intent  with  respect  to  two  acquisitions.   Under
                           applicable  law, the Company is not obligated to seek
                           stockholder approval or disseminate information about
                           target  companies  to  its   stockholders   prior  to
                           consummating any transactions and has no intention of
                           voluntarily doing so. Thus, since the Company intends
                           to expend a  substantial  portion  of its  assets for
                           this  purpose  and  such  acquisitions  will  be made
                           without any oversight or input from the stockholders,
                           a substantial portion of the Company's assets will be
                           used solely in management's discretion.

         2.  Potential  Need  for  Additional  Financing.  It is  possible  that
significant  additional  funding  will be  required  in order for the Company to
further  expand the marketing of its  services,  to develop  technology  and the
licensing or sale thereof and to acquire other businesses  and/or  technologies.
Therefore, the Company will likely be required to raise additional funds through
alternative  financing methods.  There can be no assurance that the Company will
be able to obtain  additional  funding when  needed,  or that such  funding,  if
available, will be obtainable on terms acceptable to the Company.

         3.  Dependence on Key Personnel.  The success of the Company depends in
part  upon  the  continued  successful  performance  of  the  Company's  current
President  and Chief  Executive  Officer and its  Chairman  and Chief  Operating
Officer,  each of whom have employment  agreements  until December 2000, for the
continued  research,  development,  marketing  and  operation  of  the  Company.
Although  the  Company  has  employed,  and will  likely  employ in the  future,
additional   qualified  employees  as  well  as  retaining   consultants  having
significant  experience,  if Ms. Theodora Landgren or Mr. Charles Cascio fail to
perform their duties for any reason, the

                                        5




                                                                              

ability of the  Company to market,  operate  and  support  its  products  may be
adversely  affected.  While  the  Company  owns two year key man life  insurance
policies in the face amount of $2,000,000  on the lives of each of Ms.  Landgren
and Mr. C. Cascio,  there can be no assurance that the insurance  proceeds would
adequately compensate the Company for the loss of their lives. While the Company
is located in areas where the available pool of people is substantial,  there is
significant  competition  for  qualified  personnel.  Over  15  years  ago,  the
Company's  President and Chief Executive  Officer pled guilty to tax evasion and
proxy  fraud.  The Company does not believe this will impact his ability to lead
the Company to its objectives.

         4.  Competition.  Although  the Company  believes  that the services it
provides are unique in several  ways,  and that the  processes it uses have been
developed  over a  period  of time  and  are  part of its  "trade  secrets"  and
"know-how" and are considered as its intellectual properties,  Berlitz and AT&T,
among  others,  claim to  provide  similar  services  to those  provided  by the
Company,  and other  competitive  products similar to its products are currently
being marketed.  Moreover,  there can be no assurance that there are no products
that would  compete  effectively  with the Company's  proposed  products or that
other  companies,   many  of  which  have  financial  resources,   research  and
development capabilities,  marketing staffs and facilities greater than those of
the Company,  are not currently  developing,  or in the future will not develop,
products that may have advantages over the Company's  proposed  products or that
may undercut  what the Company  believes  are the  advantages  of the  Company's
products.

         5. Patents and Protection of Proprietary  Information.  Currently,  the
Company's  services  and work in tools (i.e.,  pieces of software  that make the
translation  quicker) are not  protected by patents  and/or  copyrights  and the
Company relies on its prior development  activities that have resulted in a body
of  information  and processes  that it has  designated  as "trade  secrets" and
"know-how"  and  is  considered  as  its  intellectual  property.  However,  the
commercial  success of the Company may in the future depend,  in part,  upon the
ability of the Company to obtain  strong  patent  protection.  Accordingly,  the
Company may file or cause to be filed on its behalf patent  applications,  where
appropriate,  relating to new  developments or improvements to technology or the
uses of products thereof. Given the importance of the proprietary information to
the Company,  there are significant  risks that the Company's  failure to obtain
patent protection, preserve its trade secrets or operate without infringing upon
the  proprietary  rights of others may  significantly  and adversely  effect the
Company. No assurance of obtaining patent protection can be given. There is also
no assurance that (i) any patents will be issued to the Company; (ii) any issued
patents  will  prove  enforceable;   or,  (iii)  the  Company  will  derive  any
competitive advantage therefrom. To the

                                        6




                                                                             

extent that any  patents  can not be issued,  the Company may be subject to more
competition.  The issuance of patents, in some but not all aspects of a product,
may be  insufficient to prevent  competitors  from  essentially  duplicating the
product by designing  around the  patented  aspects.  In  addition,  there is no
assurance  that the Company's  products or processes  will not infringe  patents
owned by others.  In any event,  the  Company  will  continue to rely on what it
believes to be its proprietary know-how. However, there can be no assurance that
the obligation to maintain the  confidentiality of such proprietary  information
will not wrongfully be breached by employees,  consultants,  advisors, suppliers
or others,  or that the proprietary  know-how will not otherwise become known or
be independently  developed by competitors in such a manner that the Company has
no practical recourse.

         6.  Dependence  on  Principal  Customers.  For the year ended March 31,
1996, two of the Company's  customers  accounted for  approximately 37% and 15%,
respectively, of the Company's sales, and for the year ended March 31, 1995, the
same two of the Company's  customers  accounted for  approximately  43% and 28%,
respectively.  The Company's policy,  since the beginning of its previous fiscal
year,  has been to  diversify  its customer  base so as to  alleviate  the risks
associated  with  depending on any one  particular  customer for  business.  The
initial  success of this  program is  evidenced by the fact that during the five
month  period  ending  August  31,  1996,  the amount of sales from the same two
customers  referred  to above  were  even  further  reduced  and  accounted  for
approximately only 26% and 3%,  respectively,  of the Company's sales. While two
other  customers  combined to provide  approximately  35% of the Company's sales
during this period, they had never previously accounted for 10% or more of sales
and the  Company  does not expect  them to be such  principal  customers  in the
future. Management believes that the Company's prior concentration of sales will
continue to decline in the future as the Company  diversifies its customer base,
especially   following   the  start  of  the  Company's   acquisition   program.
Accordingly,  the Company believes that the loss of any individual customer will
not have a material adverse impact on the Company's future operating results and
financial condition.

         7. Need to Increase Marketing Capability. In order to achieve continued
growth,  the Company will have to expand its  marketing  and sales and develop a
network of marketing and sales  representatives  and/or acquire other companies.
There  can be no  assurance  that  the  Company  will be able  to  build  such a
marketing staff or sales force,  that the cost of establishing  such a marketing
staff or sales force will not exceed any product revenues, or that the Company's
direct sales and marketing efforts will be successful.  Similarly,  there can be
no assurance that the Company will be able to acquire other companies or even if
acquired, whether such acquisitions will be beneficial to the

                                        7




                                                                              

Company.  Alternatively,  the  Company  may  enter  into  co-marketing  or other
licensing   arrangements.   To  enter  into   co-marketing  or  other  licensing
arrangements,  the Company must establish and maintain corporate  relationships.
There can be no assurance that such corporate  relationships  can be established
or maintained on terms  acceptable to the Company,  if at all. To the extent the
Company enters into co-marketing or other licensing  arrangements,  any revenues
received by the Company will be dependent on the efforts of third  parties,  and
there can be no assurance  that such efforts  will be  successful.  Although the
Company believes that future corporate  partners,  if any, will have an economic
motivation  to  commercialize  any such  products,  the Company may not have any
control over such partners' commercialization efforts.

         8. Need of Support  for  International  Expansion.  One  element of the
Company's  strategy  is  to  identify,  develop  and  exploit  opportunities  in
international  markets. The Company may seek to enter into an alliance with some
strategic partners to accomplish this objective and it is premature to determine
whether  such  alliances  will  eventuate,  or be  successful.  There  can be no
assurance  that the Company  will be able to locate  strategic  partners or that
such  strategy  ultimately  will be  successful.  Alternatively,  the  Company's
international  success will depend, in part, upon its own ability to provide its
international  customers  with  technical  support and customer  service for its
products.  The Company  does not  presently  have the  personnel to provide such
services in all  locations.  There can be no assurance that such services can be
provided on  acceptable  terms,  if at all.  Failure to provide  such  technical
support  and  customer  services  could  have a material  adverse  effect on the
Company's ability to expand into international markets.

         9. No Liability  Insurance.  The  marketing and sale of services of the
type  proposed  to be sold by the  Company  entails a risk of product  liability
claims and claims of omission by consumers  and others.  While the Company has a
general policy of disclaiming  liability  arising from its work, the Company has
no  liability  insurance  covering  these  areas.  In the event of a  successful
liability  claim against the Company,  lack of insurance  coverage  could have a
material adverse effect on the Company.

         10.  Voting  Control;  Potential  Anti-Takeover  Effect;  Voting  Trust
Agreement.  The executive officers and directors of the Company beneficially own
approximately 28.09% of the Company's outstanding Common Stock and, accordingly,
will most  likely  be able to elect  all of the  directors  and,  therefore,  to
control totally the Company's  affairs.  In addition,  the Company is subject to
provisions of the General  Corporation  Law of the State of Delaware  respecting
business combinations which could, under certain  circumstances,  also hinder or
delay a change in control.  Furthermore, Ms. Theodora Landgren, the Chairman and
Chief

                                        8




                                                                             

Operating  Officer of the Company has,  including her own shares of Common Stock
and  pursuant  to the terms of a Voting  Trust  Agreement  with  certain  of the
founders of TTGL,  voting  control  until  December 1, 1998 over an aggregate of
397,500  shares of Common Stock  (approximately  20.56% of the current shares of
Common Stock  outstanding)  giving management voting control over  approximately
33.89% of the outstanding Common Stock.

         11. No Payment of Dividends.  The Company has not paid any dividends on
its Common Stock. For the foreseeable  future, the Company  anticipates that all
earnings,  if any, that may be generated from the Company's  operations  will be
used to finance the growth of the Company  and that cash  dividends  will not be
paid to holders of the Common Stock.

         12. Possible  Depressive  Effect of Rule 144 Sales and Shares Currently
Held by Selling Security Holders.  885,000  unregistered Shares of the Company's
Common Stock are be held by present stockholders. Under Rule 144 of the Act, all
of such Shares are  expected to be able to be publicly  sold  beginning  July 7,
1997,  subject to volume  restrictions  (i.e.  during any three month  period an
amount equal to the greater of the average  weekly  trading  volume or 1% of the
then  outstanding  shares,  or  approximately  18,000  shares  assuming only the
existing shares and the shares Common Stock offered hereby are outstanding). The
holders of such 885,000  shares have agreed not to make any Rule 144 sales until
December 1, 1998 without the prior written  consent of  Werbel-Roth  Securities,
Inc.  Also,  120,500 shares of Common Stock  currently held by certain  security
holders are  registered  and will be available  for sale,  in blocs of one-third
every six months  beginning  six months after  December 2, 1996.  Also,  300,000
Warrants  owned by certain  founders  of the Company  along with the  underlying
shares of Common Stock are registered and will be available for resale 18 months
after December 2, 1996 unless earlier permitted by Werbel-Roth Securities,  Inc.
Any such sales could have a depressive effect on the market price for the Common
Stock being offered hereby.

         13.  Possible  Issuance of  Substantial  Amounts of  Additional  Shares
Without Stockholder  Approval.  The Company has an aggregate of 4,985,000 shares
of Common Stock  authorized  but unissued and reserved for issuance  pursuant to
current  commitments  and  an  additional   8,084,000  shares  of  Common  Stock
authorized  but unissued and not  reserved  for specific  purposes.  All of such
shares  may  be  issued   without  any  action  or  approval  by  the  Company's
stockholders;  however,  until  June  2,  1998  the  approval  of  Werbel-  Roth
Securities,  Inc.  is  required.  Although  there  are no other  present  plans,
agreements,  commitments  or  undertakings  with  respect  to  the  issuance  of
additional  shares,  or  securities  convertible  into  any such  shares  by the
Company,  any shares issued would further dilute the percentage ownership of the
Company held by the public  stockholders and would likely have an adverse impact
on the

                                        9




                                                                              
market price of the Common Stock. In addition to the above referenced  shares of
Common Stock which may be issued without stockholder  approval,  the Company has
1,000,000 shares of authorized preferred stock. While the Company has no present
plans to issue any shares of preferred  stock,  the Board of  Directors  has the
authority,  without stockholder approval, to create and issue one or more series
of  preferred  stock and to determine  the voting,  dividend and other rights of
holders of such  preferred  stock;  however  until June 2, 1998 the  approval of
Werbel-Roth  Securities,  Inc. is required.  The issuance of any preferred stock
could have an adverse  effect on the rights of holders of Common Stock and could
have the effect of  discouraging,  or used as a  defensive  measure  against,  a
takeover  candidate.  The mere existence of this potential could have an adverse
impact on the market price of the Common Stock.

         14. Penny Stock Regulation.  Broker-dealer practices in connection with
transactions  in "penny  stocks"  are  regulated  by certain  penny  stock rules
adopted by the Securities and Exchange  Commission.  Penny stocks  generally are
equity  securities  with a price  of less  than  $5.00  (other  than  securities
registered  on certain  national  securities  exchanges  or quoted on the NASDAQ
system).  The penny stock rules require a broker-dealer,  prior to a transaction
in a penny stock not otherwise  exempt from the rules, to deliver a standardized
risk disclosure  document that provides  information  about penny stocks and the
nature and level of risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer  quotations for the penny stock,
the  compensation of the  broker-dealer  and its salesperson in the transaction,
and,  if the broker  dealer is the sole  market-maker,  the  broker-dealer  must
disclose this fact and the broker-dealer's presumed control over the market, and
monthly account  statements showing the market value of each penny stock held in
the customer's account. In addition,  broker-dealers who sell such securities to
persons other than established  customers and accredited  investors  (generally,
those persons with assets in excess of  $1,000,000  or annual  income  exceeding
$200,000, or $300,000 together with their spouse), the broker-dealer must make a
special written  determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's  written agreement to the transaction.
Consequently,  these  requirements  may have the effect of reducing the level of
trading  activity,  if any, in the secondary  market for a security that becomes
subject to the penny stock rules. If the Company's  securities become subject to
the penny stock rules,  investors in this Offering may find it more difficult to
sell their shares and/or Warrants.

                                       10




                                                                              

                              SELLING SHAREHOLDERS
                              --------------------

         An aggregate of 350,000 shares of the Company's Common Stock and 20,000
Warrants is being offered pursuant to this Prospectus by the persons whose names
appear below (the  "Selling  Shareholders").  These shares will be issued to the
Selling  Shareholders  pursuant to the exercise of stock options. The shares may
be offered by the Selling  Shareholders  from time to time at prevailing  market
prices. The following table sets forth with respect to each Selling Shareholder:
(i) the nature of any position,  office or other  material  relationship  he has
with the Company;  (ii) the number of shares of Common Stock  beneficially owned
by him  prior to the  offering,  including  shares of  Common  Stock  underlying
warrants and stock options,  whether or not exercisable;  (iii) the amount to be
offered for his account;  and (iv) the amount and percentage of the  outstanding
Common  Stock to be owned by him  after  the  offering  if he sells  all  shares
offered, and all other factors remain constant.

<TABLE>
<CAPTION>

                                                  Securities
                                                  Owned                                           Shares Owned After
Name and                                          Before                  Shares                       Offering
Relationship                                      Offering                Offered              Amount              %(1)
------------                                      --------                -------              ------              ----

<S>                                              <C>                   <C>                 <C>                  <C>  
Charles D. Cascio (2)                               400,000               100,000             300,000              14.08

Theodora Landgren (3)                               585,000               100,000             485,000              22.76

Richard J.L. Herson (4)                             122,500                65,000              57,500               2.88

John Wetter (5)(6)                                   25,000                25,000                -0-               N/A

Luis Garcia-Barrio (6)(7)                            25,000                25,000                -0-               N/A

Gary Schlosser (8)(9)                                10,000                10,000                -0-               N/A

Richard A. Sitomer                                   12,500                12,500                -0-               N/A

Todd Rome                                            12,500                12,500                -0-               N/A

James W. Grau (10)                                   20,000                20,000                -0-               N/A

</TABLE>
                  (1) The percentages are based upon 1,931,000  shares of Common
Stock issued and outstanding as of May 14, 1997, plus the amount offered by each
person and any other  currently  exercisable  warrants  or options  beneficially
owned by each person.

                  (2)  President,   Chief  Executive  Officer  and  a  Director.
Includes  100,000  warrants  subject to restrictions on  transferability  for 18
months beginning December 2, 1996 and 100,000 vested stock options.

                                       11



                                                                             

                  (3) Chairman, Chief Operating Officer and a Director. Includes
100,000  warrants  subject  to  restrictions  on  transferability  for 18 months
beginning December 2, 1996 and 100,000 vested stock options.

                  (4) Chief Accounting  Officer and a Director.  Includes 65,000
stock options which vest as described in footnote 6.

                  (5) Vice President- Production.

                  (6) Consists  solely of stock  options which vest 20% at grant
and in 20% increments on the next four anniversaries of the grant date.

                  (7) Vice President- Special Projects.

                  (8) Director.

                  (9) Consists solely of fully vested stock options.

                  (10) Consists of 20,000 Warrants.

                              PLAN OF DISTRIBUTION
                              --------------------

         The Selling  Shareholders intend to sell the shares offered hereby from
time to time for their own respective  accounts in the open market at the prices
prevailing therein or in individually  negotiated transactions at such prices as
may be agreed upon. Each Selling Shareholder will bear all expenses with respect
to the offering of shares by him except the costs  associated  with  registering
his shares under the Act and preparing and printing this Prospectus.

                                     EXPERTS
                                     -------

         The financial  statements  incorporated in this Prospectus by reference
to the Company's  Prospectus  dated  December 2, 1996 have been audited by Votta
and  Company,  independent  auditors,  as stated in their  report  with  respect
thereto,  and have been so included  herein in reliance  upon the report of such
firm given on their authority as experts in accounting and auditing.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
                 -----------------------------------------------

         The following  documents  filed by the Company with the  Commission are
incorporated herein by reference:

         (a) The Company's Prospectus dated December 2, 1996.

         (b) The  Company's  Quarterly  Reports  on Form  10-QSB  for the fiscal
quarters ended September 30, 1996 and December 31, 1996.

                                       12




                                                                            

         (c) The  description  of the Common Stock  contained  in the  Company's
Registration  Statement on Form 8-A, dated November 13, 1996,  filed pursuant to
Section 12 of the Exchange Act.

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

         The Company  will  furnish  without  charge to each person to whom this
Prospectus is delivered,  upon written or oral request,  a copy of any or all of
the documents  referred to above which have been or may be  incorporated in this
Prospectus  by  reference,  other than  exhibits to such  documents  unless such
exhibits  are  specifically  incorporated  by  reference  into  the  information
incorporated herein by reference.  Requests should be addressed to: Richard J.L.
Herson, Chief Accounting Officer, The Translation Group, Ltd., 44 Tanner Street,
Haddonfield,  NJ 08033. Requests may also be made to Mr. Herson via telephone at
(609) 795-8669.

                                       13



                                                                              

                                   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 or amendment to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of Haddonfield and State of New Jersey on the 8th
day of May, 1997.

                                  THE TRANSLATION GROUP, LTD.

                                  By: /s/ Charles D. Cascio
                                     -------------------------------------
                                     Charles D. Cascio
                                     Chief Executive Officer and President

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

<TABLE>
<CAPTION>

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

<S>                                                 <C>                                      <C>
/s/ Charles D. Cascio                                Chief Executive Officer,                 5/8/97
----------------------------                         President and Director       
Charles D. Cascio                                    (Principal Executive Officer)
                                                     

/s/ Richard J.L. Herson                              Chief Financial Officer                  5/8/97
----------------------------                         Secretary, Treasurer and  
Richard J.L. Herson                                  Director (Principal       
                                                     Financial and Accounting  
                                                     Officer)                  
                                                     

/s/ Theodora Landgren                                Chairman of the Board and                5/8/97
----------------------------                         Chief Operating Officer
Theodora Landgren                                    
                                                    

----------------------------
Julius Cherny                                        Director                                 


/s/ Gary M. Schlosser                                Director                                 5/8/97
----------------------------
Gary M. Schlosser

</TABLE>

                                       14
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 51279}]
{"company-data": {"conformed-name": "TRANSLATION GROUP LTD", "cik": "0001019356", "assigned-sic": "7389", "irs-number": "223382869", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27569", "film-number": "97612648"}, "business-address": {"street1": "7703 MAPLE AVE", "city": "PENNSAUKEN", "state": "NJ", "zip": "08109", "phone": "6096638600"}, "mail-address": {"street1": "7703 MAPLE AVE", "city": "PENNSAUKEN", "state": "NJ", "zip": "08109"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                                 ON MAY 20, 1997

                                                  REGISTRATION NO. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                           THE TRANSLATION GROUP, LTD.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

   Delaware                                                   22-3382869
   --------                                                   ----------
(State or other juris-                                        (I.R.S. Employer
diction of incorporation                                      Identification
or organization)                                              No.)

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

                                44 Tanner Street
                          Haddonfield, New Jersey 08033
                                 (609) 795-8669
          (Address of principal executive offices, including zip code)

               The Translation Group, Ltd. 1995 Stock Option Plan
                       Sitomer & Rome Consulting Agreement
                       James W. Grau Consulting Agreement
                            (Full Title of the Plans)

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

                                CHARLES D. CASCIO

                           The Translation Group, Ltd.
                                44 Tanner Street
                          Haddonfield, New Jersey 08033
                                 (609) 795-8669
            (Name, Address and telephone number of Agent for Service)

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

                                    Copy to:

                          IRVING ROTHSTEIN, ESQ Heller,
                              Horowitz & Feit, P.C.
                               292 Madison Avenue
                            New York, New York 10017

                                                                              

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

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
Title of Securities                       Amount to be                 Proposed                  Proposed                  Amount of
to be Registered                          Registered                   Maximum                   Maximum                   Registra-
------------------                        ------------                 offering                  Aggregate                 tion Fee
                                                                       Price per                 Price (7)                 ---------
                                                                       Share (6)                 ---------                 
                                                                       ---------
Common Stock, $0.001                        335,000                    $6.00                      $2,010,000                 $609.09
par value (1)

Common Stock, $0.001                        125,000                     6.00                         750,000                  227.27
par value (2)

Common Stock, $0.001                        200,000                     6.60                       1,320,000                  400.00
par value (3)

Common Stock, $0.001                         25,000                     9.625                       240,625                    72.92
par value(4)

Common Stock,                                20,000                     3.50                         70,000                    21.21
Purchase Warrants(4)

Common Stock, $0.001                         20,000                     6.00                         120,000                   36.36
par value (5)

TOTALS                                    2,565,000                                               $4,510,625               $1,366.85
(1) Represents  shares issued and issuable pursuant to exercise of stock options
granted and to be granted under The  Translation  Group,  Ltd. 1995 Stock Option
Plan (the "Plan").

(2)  Represents the resale of up to 125,000 shares of Common Stock issuable upon
the  exercise  of stock  options  granted  under the Plan to persons  who may be
deemed affiliates of the registrant.

(3)Represents  the resale of up to 200,000  shares of Common Stock issuable upon
the  exercise  of stock  options  granted  under the Plan to persons  who may be
deemed affiliates of the registrant.

(4)  Represents  the  resale  of  securities  issued  pursuant  to a  Consulting
Agreement.

(5) Represents shares underlying Warrants.

(6) Estimated solely for the purpose of calculating the registration fee.

(7) Proposed  maximum  offering price per  share/warrant is estimated based upon
the closing  sale price of the  Company's  Common  Stock and Warrants on May 14,
1997.

                                                                              

Pursuant to Rule 416, there is also being registered such additional  securities
as may become  issuable  pursuant to the  anti-dilution  provisions of the stock
options and/or the warrants.

IN ADDITION  TO THE  PROSPECTUS  REQUIRED  TO BE  INCLUDED IN THIS  REGISTRATION
STATEMENT ON FORM S-8, AN ADDITIONAL  PROSPECTUS PREPARED IN ACCORDANCE WITH THE
REQUIREMENTS OF FORM S-3 IS FILED HEREWITH PURSUANT TO GENERAL  INSTRUCTION C TO
FORM S-8.

                                                                              

PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation Of Certain Documents By Reference
          -----------------------------------------------

         The following  documents  filed by the Company with the  Commission are
incorporated herein by reference:

         (a) The Company's Prospectus dated December 2, 1996.

         (b) The  Company's  Quarterly  Reports  on Form  10-QSB  for the fiscal
quarters  ended  September  30, 1996 and  December  31,  1996 filed  pursuant to
Section 13 of the Exchange Act.

         (c) The  description  of the Common Stock  contained  in the  Company's
Registration  Statement on Form 8-A, dated November 13, 1996,  filed pursuant to
Section 12 of the Exchange Act.

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

Item 4.           Description of Securities
                  -------------------------

         Inapplicable.

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

         None.

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

         Section  145 of the  Delaware  General  Corporation  Law,  as  amended,
authorizes  the  Company to  indemnify  any  director or officer  under  certain
prescribed  circumstances  and subject to certain  limitations  against  certain
costs and expenses,  including  attorneys' fees actually and reasonably incurred
in connection  with any action,  suit or proceeding,  whether  civil,  criminal,
administrative  or  investigative,  to which such person is a party by reason of
being a director or officer of the Company if it is determined  that such person
acted in accordance  with the  applicable  standard of conduct set forth in such
statutory  provisions.  Article 9 of the Company's  Certificate of Incorporation
contains

                                                                              

provisions relating to the indemnification of directors and officers and Article
9 of the Company's By-Laws extends such indemnities to the full extent permitted
by Delaware law.

         The Company may also purchase and maintain insurance for the benefit of
any director or officer  which may cover claims for which the Company  could not
indemnify such person.

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

         The securities to be reoffered and resold pursuant to this Registration
Statement were or will be issued upon exercise of stock options in  transactions
that were exempt from  registration  pursuant to Section 4(2) of the  Securities
Act. The selling  shareholders are officers and/or directors of the Company with
access to all material information concerning the Company.

Item 8.           Exhibits
                  --------

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

         4.1 The Translation Group, Ltd. 1995 Stock Option Plan (incorporated by
reference from the Company's  Registration Statement on Form SB-2 dated July 25,
1996, Registration No. 333-8857).

         4.2 James W. Grau Consulting Agreement dated February 20, 1997.

         4.3 Sitomer and Rome Consulting Agreement dated as of May 15, 1997.

         5. Opinion of Counsel.

         24.1 Consent of Counsel  (included  in the Opinion of Counsel  filed as
part of Exhibit No. 5).

         24.2 Consent of Votta and Company.

Item 9.           Undertakings
                  ------------

         The undersigned small business issuer hereby undertakes to:

         (1) For determining  liability under the Securities Act of 1933,  treat
each post-effective  amendment as a new Registration Statement of the securities
offered,  and the offering of the securities at that time to be the initial bona
fide offering.

         (2) File a post-effective  amendment to remove from registration any of
the securities that remain unsold at the end of the offering.

                                      II-1
                                                                           

PROSPECTUS
----------

                         350,000 SHARES OF COMMON STOCK
                    AND 20,000 COMMON STOCK PURCHASE WARRANTS

                           THE TRANSLATION GROUP, LTD.

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

         This Prospectus relates to an aggregate of 325,000 shares of the Common
Stock, par value $.001 per share (the "Common Stock"), of The Translation Group,
Ltd. (the "Company")  which,  following the date hereof,  may be issued upon the
exercise of stock options  granted to them pursuant to the Company's  1995 Stock
Option Plan (the  "Plan").  This  prospectus  also  relates to 25,000  shares of
Common Stock (the "Consulting  Stock") and 20,000 Common Stock Purchase Warrants
(the "Warrants" and collectively with the Common Stock and the Consulting Stock,
the  "Securities")  issued to consultants of the Company  pursuant to Consulting
Agreements.  The Common Stock,  Warrants and/or  Consulting Stock may be sold by
the selling  shareholders  identified herein under "Selling  Shareholders."  The
Company will not receive any part of the proceeds  from the sale of any of these
shares by the Selling Shareholders,  although it will receive the exercise price
of the stock options and Warrants if they are exercised.  THE SECURITIES OFFERED
HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS."

         On May 14, 1997, the closing sale price of the Company's  Common Stock,
as reported on the Bulletin Board, was $9.625.

         The  Selling  Shareholders  may be  deemed  to be  "affiliates"  of the
Company,  as that term is defined under the  Securities  Act of 1933, as amended
(the "Act"). In connection with this offering,  each of the Selling Shareholders
may be deemed to be an "underwriter" of the Company's Securities offered hereby,
as that term is defined under the Act. The Selling  Shareholders  intend to sell
the  securities  offered  hereby  from  time to time for  their  own  respective
accounts in the open market at the prices prevailing  therein or in individually
negotiated  transactions  at such  prices as may be agreed  upon.  Each  Selling
Shareholder will bear all expenses with respect to the offering of shares by him
except  the costs  associated  with  registering  his  shares  under the Act and
preparing and printing this Prospectus.

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

         THESE   SECURITIES  HAVE  NOT  BEEN  APPROVED  OR  DISAPPROVED  BY  THE
SECURITIES  AND  EXCHANGE  COMMISSION  NOR HAS THE  COMMISSION  PASSED  UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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

                  The date of this Prospectus is May 20, 1997.

                                                                              

                                TABLE OF CONTENTS

                                                      PAGE NO.
                                                      --------
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . .   3

THE COMPANY . . . . . . . . . . . . . . . . . . . . . . .   3

RISK FACTORS  . . . . . . . . . . . . . . . . . . . . . .   4

SELLING SHAREHOLDERS. . . . . . . . . . . . . . . . . . .  11

PLAN OF DISTRIBUTION  . . . . . . . . . . . . . . . . . .  12

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . .  12

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . .  12

         No person has been authorized by the Company to give any information or
to make any representations  not contained in this Prospectus,  and, if given or
made, such information or representations must not be relied upon as having been
so authorized.  This  Prospectus does not constitute an offer of any interest in
the Shares of the  Company in any state or other  jurisdiction  where such offer
would  be  unlawful.  Neither  the  delivery  of this  Prospectus  nor any  sale
hereunder  shall  under  any  circumstances   create  an  implication  that  the
information herein is correct as of any time subsequent to its date.

                                        2

                                                                              

                              AVAILABLE INFORMATION
                              ---------------------

The  Company  is  subject  to the  information  requirements  of the  Securities
Exchange Act of 1934, as amended,  and in  accordance  therewith is obligated to
file reports,  proxy  statements and other  information  with the Securities and
Exchange Commission (the "Commission"). Such Reports, proxy statements and other
information filed by the Company can be inspected at the Headquarters  Office of
the Securities and Exchange  Commission located at 450 Fifth Street,  N.W., Room
1024, Washington, D.C. 20549 and at certain of the Commission's regional offices
at the following addresses: 7 World Trade Center, 13th Floor, New York, New York
10048; and 500 West Madison Street, Suite 1400, Chicago,  Illinois 60661. Copies
of such  material  may be  obtained  from the  Public  Reference  Section of the
Commission, at 450 Fifth Street, N.W., Room 1024, Washington, D.C. at prescribed
rates. The Commission also maintains a Web Site that contains reports, proxy and
information  statements  and  other  information  regarding  the  Company.  This
material can be found at http://www.sec.gov.

                                   THE COMPANY
                                   -----------

         The Translation Group, Ltd. ("TTGL") was incorporated under the laws of
Delaware  on July 7, 1995.  On January  17,  1996,  TTGL  consummated  its first
acquisition  when  the  shareholders  of  Bureau  of  Translation   Services,  a
Pennsylvania  corporation  ("BTS")  exchanged  their shares of BTS for shares of
TTGL (the "Stock  Exchange")  so that BTS became a wholly  owned  subsidiary  of
TTGL.  TTGL  and  BTS are  sometimes  referred  to  herein  collectively  as the
"Company."  The  offices  of  the  Company  are  located  at 44  Tanner  Street,
Haddonfield, New Jersey 08033 and its telephone number at that location is (609)
795-8669.

         TTGL  translates  conventional  documents  and software  written in one
language into other  languages.  The Company  specializes  as a provider of high
tech translation and localization services in the information  technology ("IT")
sector of the translation market. Localization is the art of converting from one
language to another giving careful consideration to custom of the local area.

                                        3

                                                                             

                                  RISK FACTORS
                                  ------------

         THE PURCHASE OF THE SECURITIES OFFERED HEREBY INVOLVES A HIGH DEGREE OF
RISK,  INCLUDING,  BUT NOT NECESSARILY  LIMITED TO, THE RISKS  DESCRIBED  BELOW.
BEFORE SUBSCRIBING FOR THE SECURITIES OFFERED HEREBY, EACH PROSPECTIVE  INVESTOR
SHOULD  CONSIDER  CAREFULLY  THE FOLLOWING  RISK  FACTORS,  AS WELL AS THE OTHER
INFORMATION CONTAINED IN THIS PROSPECTUS.

         1. Special Risks Specific to the Company's Business.  The following are
certain  factors  regarding  the  Company's  business  which  investors  in this
Offering should be aware.

                  -        Difficulty in Maintaining  High Growth;  Fluctuations
                           in  Gross  Margins.  While  the  Company  experienced
                           significant  growth in fiscal 1996 (347%  increase in
                           operating  income),  no  assurance  can be given that
                           even  with  projected  growth  due to  the  Company's
                           consolidation   plans   and  other   growth   through
                           application  of the proceeds of this  Offering,  that
                           the  Company   will  be  able  to  maintain  or  even
                           approximate such growth in the future.  Moreover,  it
                           should  be  noted  that  due  to  the  nature  of the
                           Company's  business,   gross  margins  may  fluctuate
                           significantly   from   quarter-to-quarter   and  from
                           year-to-year.

                  -        Dangers   of   Reliance   on   International   Trade.
                           Approximately  29% of the  Company's  sales  for  the
                           fiscal  year  ended  March 31,  1996 were to  foreign
                           markets  of which  22% were to the Far  East.  Export
                           sales for the year ended March 31,  1995  amounted to
                           48% of gross  revenues  principally  to the Far East.
                           For a brief period,  the Company  hedged the Japanese
                           yen  by  foreign  currency   exchange   transactions.
                           Foreign  currency  fluctuations  to date  have had no
                           impact on the  Company.  The Company  currently  only
                           bills at agreed amounts in US Dollars. Future markets
                           may include  areas of political  instability,  and/or
                           currency valuation fluctuation.

                  -        Ability to Remain  Current with Evolving  Technology.
                           The Company's  business is  concentrated  in the high
                           technology niche of the translation  industry.  Thus,
                           the Company is heavily  dependent upon its ability to
                           adapt as the computer and related software industries
                           continue  to develop  new  products  thereby  causing
                           current state of the art technology to quickly become
                           out of  date.  No  assurance  can be  given  that the
                           Company  will be able to expand or even  continue  in
                           its niche.

                                        4

                                                                               

                  -        Reliance upon Software Marketing License. The Company
                           currently  holds an  exclusive  marketing  license in
                           North  America  to  a  product   developed  by  debis
                           Systemhaus KSP ("debis"),  a wholly-owned  subsidiary
                           of   Daimler-Benz,   and  a   non-exclusive   license
                           elsewhere,  until 5/24/00. While the Company believes
                           that  its   relationship   with  debis  is  good,  no
                           assurance  can be given  that the  marketing  license
                           will always be  available  to the Company or that the
                           product,  not yet marketed in North America,  will be
                           commercially successful.

                  -        Plans  to  Make  Unspecified  Acquisitions  with  the
                           Proceeds Without  Stockholder  Approval.  The Company
                           intends to act as a consolidator  in the  translation
                           industry  and to  acquire  other  companies  in  this
                           field. The Company  currently has executed letters of
                           intent  with  respect  to  two  acquisitions.   Under
                           applicable  law, the Company is not obligated to seek
                           stockholder approval or disseminate information about
                           target  companies  to  its   stockholders   prior  to
                           consummating any transactions and has no intention of
                           voluntarily doing so. Thus, since the Company intends
                           to expend a  substantial  portion  of its  assets for
                           this  purpose  and  such  acquisitions  will  be made
                           without any oversight or input from the stockholders,
                           a substantial portion of the Company's assets will be
                           used solely in management's discretion.

         2.  Potential  Need  for  Additional  Financing.  It is  possible  that
significant  additional  funding  will be  required  in order for the Company to
further  expand the marketing of its  services,  to develop  technology  and the
licensing or sale thereof and to acquire other businesses  and/or  technologies.
Therefore, the Company will likely be required to raise additional funds through
alternative  financing methods.  There can be no assurance that the Company will
be able to obtain  additional  funding when  needed,  or that such  funding,  if
available, will be obtainable on terms acceptable to the Company.

         3.  Dependence on Key Personnel.  The success of the Company depends in
part  upon  the  continued  successful  performance  of  the  Company's  current
President  and Chief  Executive  Officer and its  Chairman  and Chief  Operating
Officer,  each of whom have employment  agreements  until December 2000, for the
continued  research,  development,  marketing  and  operation  of  the  Company.
Although  the  Company  has  employed,  and will  likely  employ in the  future,
additional   qualified  employees  as  well  as  retaining   consultants  having
significant  experience,  if Ms. Theodora Landgren or Mr. Charles Cascio fail to
perform their duties for any reason, the

                                        5

                                                                              

ability of the  Company to market,  operate  and  support  its  products  may be
adversely  affected.  While  the  Company  owns two year key man life  insurance
policies in the face amount of $2,000,000  on the lives of each of Ms.  Landgren
and Mr. C. Cascio,  there can be no assurance that the insurance  proceeds would
adequately compensate the Company for the loss of their lives. While the Company
is located in areas where the available pool of people is substantial,  there is
significant  competition  for  qualified  personnel.  Over  15  years  ago,  the
Company's  President and Chief Executive  Officer pled guilty to tax evasion and
proxy  fraud.  The Company does not believe this will impact his ability to lead
the Company to its objectives.

         4.  Competition.  Although  the Company  believes  that the services it
provides are unique in several  ways,  and that the  processes it uses have been
developed  over a  period  of time  and  are  part of its  "trade  secrets"  and
"know-how" and are considered as its intellectual properties,  Berlitz and AT&T,
among  others,  claim to  provide  similar  services  to those  provided  by the
Company,  and other  competitive  products similar to its products are currently
being marketed.  Moreover,  there can be no assurance that there are no products
that would  compete  effectively  with the Company's  proposed  products or that
other  companies,   many  of  which  have  financial  resources,   research  and
development capabilities,  marketing staffs and facilities greater than those of
the Company,  are not currently  developing,  or in the future will not develop,
products that may have advantages over the Company's  proposed  products or that
may undercut  what the Company  believes  are the  advantages  of the  Company's
products.

         5. Patents and Protection of Proprietary  Information.  Currently,  the
Company's  services  and work in tools (i.e.,  pieces of software  that make the
translation  quicker) are not  protected by patents  and/or  copyrights  and the
Company relies on its prior development  activities that have resulted in a body
of  information  and processes  that it has  designated  as "trade  secrets" and
"know-how"  and  is  considered  as  its  intellectual  property.  However,  the
commercial  success of the Company may in the future depend,  in part,  upon the
ability of the Company to obtain  strong  patent  protection.  Accordingly,  the
Company may file or cause to be filed on its behalf patent  applications,  where
appropriate,  relating to new  developments or improvements to technology or the
uses of products thereof. Given the importance of the proprietary information to
the Company,  there are significant  risks that the Company's  failure to obtain
patent protection, preserve its trade secrets or operate without infringing upon
the  proprietary  rights of others may  significantly  and adversely  effect the
Company. No assurance of obtaining patent protection can be given. There is also
no assurance that (i) any patents will be issued to the Company; (ii) any issued
patents  will  prove  enforceable;   or,  (iii)  the  Company  will  derive  any
competitive advantage therefrom. To the

                                        6

                                                                             

extent that any  patents  can not be issued,  the Company may be subject to more
competition.  The issuance of patents, in some but not all aspects of a product,
may be  insufficient to prevent  competitors  from  essentially  duplicating the
product by designing  around the  patented  aspects.  In  addition,  there is no
assurance  that the Company's  products or processes  will not infringe  patents
owned by others.  In any event,  the  Company  will  continue to rely on what it
believes to be its proprietary know-how. However, there can be no assurance that
the obligation to maintain the  confidentiality of such proprietary  information
will not wrongfully be breached by employees,  consultants,  advisors, suppliers
or others,  or that the proprietary  know-how will not otherwise become known or
be independently  developed by competitors in such a manner that the Company has
no practical recourse.

         6.  Dependence  on  Principal  Customers.  For the year ended March 31,
1996, two of the Company's  customers  accounted for  approximately 37% and 15%,
respectively, of the Company's sales, and for the year ended March 31, 1995, the
same two of the Company's  customers  accounted for  approximately  43% and 28%,
respectively.  The Company's policy,  since the beginning of its previous fiscal
year,  has been to  diversify  its customer  base so as to  alleviate  the risks
associated  with  depending on any one  particular  customer for  business.  The
initial  success of this  program is  evidenced by the fact that during the five
month  period  ending  August  31,  1996,  the amount of sales from the same two
customers  referred  to above  were  even  further  reduced  and  accounted  for
approximately only 26% and 3%,  respectively,  of the Company's sales. While two
other  customers  combined to provide  approximately  35% of the Company's sales
during this period, they had never previously accounted for 10% or more of sales
and the  Company  does not expect  them to be such  principal  customers  in the
future. Management believes that the Company's prior concentration of sales will
continue to decline in the future as the Company  diversifies its customer base,
especially   following   the  start  of  the  Company's   acquisition   program.
Accordingly,  the Company believes that the loss of any individual customer will
not have a material adverse impact on the Company's future operating results and
financial condition.

         7. Need to Increase Marketing Capability. In order to achieve continued
growth,  the Company will have to expand its  marketing  and sales and develop a
network of marketing and sales  representatives  and/or acquire other companies.
There  can be no  assurance  that  the  Company  will be able  to  build  such a
marketing staff or sales force,  that the cost of establishing  such a marketing
staff or sales force will not exceed any product revenues, or that the Company's
direct sales and marketing efforts will be successful.  Similarly,  there can be
no assurance that the Company will be able to acquire other companies or even if
acquired, whether such acquisitions will be beneficial to the

                                        7

                                                                              

Company.  Alternatively,  the  Company  may  enter  into  co-marketing  or other
licensing   arrangements.   To  enter  into   co-marketing  or  other  licensing
arrangements,  the Company must establish and maintain corporate  relationships.
There can be no assurance that such corporate  relationships  can be established
or maintained on terms  acceptable to the Company,  if at all. To the extent the
Company enters into co-marketing or other licensing  arrangements,  any revenues
received by the Company will be dependent on the efforts of third  parties,  and
there can be no assurance  that such efforts  will be  successful.  Although the
Company believes that future corporate  partners,  if any, will have an economic
motivation  to  commercialize  any such  products,  the Company may not have any
control over such partners' commercialization efforts.

         8. Need of Support  for  International  Expansion.  One  element of the
Company's  strategy  is  to  identify,  develop  and  exploit  opportunities  in
international  markets. The Company may seek to enter into an alliance with some
strategic partners to accomplish this objective and it is premature to determine
whether  such  alliances  will  eventuate,  or be  successful.  There  can be no
assurance  that the Company  will be able to locate  strategic  partners or that
such  strategy  ultimately  will be  successful.  Alternatively,  the  Company's
international  success will depend, in part, upon its own ability to provide its
international  customers  with  technical  support and customer  service for its
products.  The Company  does not  presently  have the  personnel to provide such
services in all  locations.  There can be no assurance that such services can be
provided on  acceptable  terms,  if at all.  Failure to provide  such  technical
support  and  customer  services  could  have a material  adverse  effect on the
Company's ability to expand into international markets.

         9. No Liability  Insurance.  The  marketing and sale of services of the
type  proposed  to be sold by the  Company  entails a risk of product  liability
claims and claims of omission by consumers  and others.  While the Company has a
general policy of disclaiming  liability  arising from its work, the Company has
no  liability  insurance  covering  these  areas.  In the event of a  successful
liability  claim against the Company,  lack of insurance  coverage  could have a
material adverse effect on the Company.

         10.  Voting  Control;  Potential  Anti-Takeover  Effect;  Voting  Trust
Agreement.  The executive officers and directors of the Company beneficially own
approximately 28.09% of the Company's outstanding Common Stock and, accordingly,
will most  likely  be able to elect  all of the  directors  and,  therefore,  to
control totally the Company's  affairs.  In addition,  the Company is subject to
provisions of the General  Corporation  Law of the State of Delaware  respecting
business combinations which could, under certain  circumstances,  also hinder or
delay a change in control.  Furthermore, Ms. Theodora Landgren, the Chairman and
Chief

                                        8

                                                                             

Operating  Officer of the Company has,  including her own shares of Common Stock
and  pursuant  to the terms of a Voting  Trust  Agreement  with  certain  of the
founders of TTGL,  voting  control  until  December 1, 1998 over an aggregate of
397,500  shares of Common Stock  (approximately  20.56% of the current shares of
Common Stock  outstanding)  giving management voting control over  approximately
33.89% of the outstanding Common Stock.

         11. No Payment of Dividends.  The Company has not paid any dividends on
its Common Stock. For the foreseeable  future, the Company  anticipates that all
earnings,  if any, that may be generated from the Company's  operations  will be
used to finance the growth of the Company  and that cash  dividends  will not be
paid to holders of the Common Stock.

         12. Possible  Depressive  Effect of Rule 144 Sales and Shares Currently
Held by Selling Security Holders.  885,000  unregistered Shares of the Company's
Common Stock are be held by present stockholders. Under Rule 144 of the Act, all
of such Shares are  expected to be able to be publicly  sold  beginning  July 7,
1997,  subject to volume  restrictions  (i.e.  during any three month  period an
amount equal to the greater of the average  weekly  trading  volume or 1% of the
then  outstanding  shares,  or  approximately  18,000  shares  assuming only the
existing shares and the shares Common Stock offered hereby are outstanding). The
holders of such 885,000  shares have agreed not to make any Rule 144 sales until
December 1, 1998 without the prior written  consent of  Werbel-Roth  Securities,
Inc.  Also,  120,500 shares of Common Stock  currently held by certain  security
holders are  registered  and will be available  for sale,  in blocs of one-third
every six months  beginning  six months after  December 2, 1996.  Also,  300,000
Warrants  owned by certain  founders  of the Company  along with the  underlying
shares of Common Stock are registered and will be available for resale 18 months
after December 2, 1996 unless earlier permitted by Werbel-Roth Securities,  Inc.
Any such sales could have a depressive effect on the market price for the Common
Stock being offered hereby.

         13.  Possible  Issuance of  Substantial  Amounts of  Additional  Shares
Without Stockholder  Approval.  The Company has an aggregate of 4,985,000 shares
of Common Stock  authorized  but unissued and reserved for issuance  pursuant to
current  commitments  and  an  additional   8,084,000  shares  of  Common  Stock
authorized  but unissued and not  reserved  for specific  purposes.  All of such
shares  may  be  issued   without  any  action  or  approval  by  the  Company's
stockholders;  however,  until  June  2,  1998  the  approval  of  Werbel-  Roth
Securities,  Inc.  is  required.  Although  there  are no other  present  plans,
agreements,  commitments  or  undertakings  with  respect  to  the  issuance  of
additional  shares,  or  securities  convertible  into  any such  shares  by the
Company,  any shares issued would further dilute the percentage ownership of the
Company held by the public  stockholders and would likely have an adverse impact
on the

                                        9

                                                                              
market price of the Common Stock. In addition to the above referenced  shares of
Common Stock which may be issued without stockholder  approval,  the Company has
1,000,000 shares of authorized preferred stock. While the Company has no present
plans to issue any shares of preferred  stock,  the Board of  Directors  has the
authority,  without stockholder approval, to create and issue one or more series
of  preferred  stock and to determine  the voting,  dividend and other rights of
holders of such  preferred  stock;  however  until June 2, 1998 the  approval of
Werbel-Roth  Securities,  Inc. is required.  The issuance of any preferred stock
could have an adverse  effect on the rights of holders of Common Stock and could
have the effect of  discouraging,  or used as a  defensive  measure  against,  a
takeover  candidate.  The mere existence of this potential could have an adverse
impact on the market price of the Common Stock.

         14. Penny Stock Regulation.  Broker-dealer practices in connection with
transactions  in "penny  stocks"  are  regulated  by certain  penny  stock rules
adopted by the Securities and Exchange  Commission.  Penny stocks  generally are
equity  securities  with a price  of less  than  $5.00  (other  than  securities
registered  on certain  national  securities  exchanges  or quoted on the NASDAQ
system).  The penny stock rules require a broker-dealer,  prior to a transaction
in a penny stock not otherwise  exempt from the rules, to deliver a standardized
risk disclosure  document that provides  information  about penny stocks and the
nature and level of risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer  quotations for the penny stock,
the  compensation of the  broker-dealer  and its salesperson in the transaction,
and,  if the broker  dealer is the sole  market-maker,  the  broker-dealer  must
disclose this fact and the broker-dealer's presumed control over the market, and
monthly account  statements showing the market value of each penny stock held in
the customer's account. In addition,  broker-dealers who sell such securities to
persons other than established  customers and accredited  investors  (generally,
those persons with assets in excess of  $1,000,000  or annual  income  exceeding
$200,000, or $300,000 together with their spouse), the broker-dealer must make a
special written  determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's  written agreement to the transaction.
Consequently,  these  requirements  may have the effect of reducing the level of
trading  activity,  if any, in the secondary  market for a security that becomes
subject to the penny stock rules. If the Company's  securities become subject to
the penny stock rules,  investors in this Offering may find it more difficult to
sell their shares and/or Warrants.

                                       10

                                                                              

                              SELLING SHAREHOLDERS
                              --------------------

         An aggregate of 350,000 shares of the Company's Common Stock and 20,000
Warrants is being offered pursuant to this Prospectus by the persons whose names
appear below (the  "Selling  Shareholders").  These shares will be issued to the
Selling  Shareholders  pursuant to the exercise of stock options. The shares may
be offered by the Selling  Shareholders  from time to time at prevailing  market
prices. The following table sets forth with respect to each Selling Shareholder:
(i) the nature of any position,  office or other  material  relationship  he has
with the Company;  (ii) the number of shares of Common Stock  beneficially owned
by him  prior to the  offering,  including  shares of  Common  Stock  underlying
warrants and stock options,  whether or not exercisable;  (iii) the amount to be
offered for his account;  and (iv) the amount and percentage of the  outstanding
Common  Stock to be owned by him  after  the  offering  if he sells  all  shares
offered, and all other factors remain constant.
Securities
                                                  Owned                                           Shares Owned After
Name and                                          Before                  Shares                       Offering
Relationship                                      Offering                Offered              Amount              %(1)
------------                                      --------                -------              ------              ----
Charles D. Cascio (2)                               400,000               100,000             300,000              14.08

Theodora Landgren (3)                               585,000               100,000             485,000              22.76

Richard J.L. Herson (4)                             122,500                65,000              57,500               2.88

John Wetter (5)(6)                                   25,000                25,000                -0-               N/A

Luis Garcia-Barrio (6)(7)                            25,000                25,000                -0-               N/A

Gary Schlosser (8)(9)                                10,000                10,000                -0-               N/A

Richard A. Sitomer                                   12,500                12,500                -0-               N/A

Todd Rome                                            12,500                12,500                -0-               N/A

James W. Grau (10)                                   20,000                20,000                -0-               N/A
(1) The percentages are based upon 1,931,000  shares of Common
Stock issued and outstanding as of May 14, 1997, plus the amount offered by each
person and any other  currently  exercisable  warrants  or options  beneficially
owned by each person.

                  (2)  President,   Chief  Executive  Officer  and  a  Director.
Includes  100,000  warrants  subject to restrictions on  transferability  for 18
months beginning December 2, 1996 and 100,000 vested stock options.

                                       11

                                                                             

                  (3) Chairman, Chief Operating Officer and a Director. Includes
100,000  warrants  subject  to  restrictions  on  transferability  for 18 months
beginning December 2, 1996 and 100,000 vested stock options.

                  (4) Chief Accounting  Officer and a Director.  Includes 65,000
stock options which vest as described in footnote 6.

                  (5) Vice President- Production.

                  (6) Consists  solely of stock  options which vest 20% at grant
and in 20% increments on the next four anniversaries of the grant date.

                  (7) Vice President- Special Projects.

                  (8) Director.

                  (9) Consists solely of fully vested stock options.

                  (10) Consists of 20,000 Warrants.

                              PLAN OF DISTRIBUTION
                              --------------------

         The Selling  Shareholders intend to sell the shares offered hereby from
time to time for their own respective  accounts in the open market at the prices
prevailing therein or in individually  negotiated transactions at such prices as
may be agreed upon. Each Selling Shareholder will bear all expenses with respect
to the offering of shares by him except the costs  associated  with  registering
his shares under the Act and preparing and printing this Prospectus.

                                     EXPERTS
                                     -------

         The financial  statements  incorporated in this Prospectus by reference
to the Company's  Prospectus  dated  December 2, 1996 have been audited by Votta
and  Company,  independent  auditors,  as stated in their  report  with  respect
thereto,  and have been so included  herein in reliance  upon the report of such
firm given on their authority as experts in accounting and auditing.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
                 -----------------------------------------------

         The following  documents  filed by the Company with the  Commission are
incorporated herein by reference:

         (a) The Company's Prospectus dated December 2, 1996.

         (b) The  Company's  Quarterly  Reports  on Form  10-QSB  for the fiscal
quarters ended September 30, 1996 and December 31, 1996.

                                       12

                                                                            

         (c) The  description  of the Common Stock  contained  in the  Company's
Registration  Statement on Form 8-A, dated November 13, 1996,  filed pursuant to
Section 12 of the Exchange Act.

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

         The Company  will  furnish  without  charge to each person to whom this
Prospectus is delivered,  upon written or oral request,  a copy of any or all of
the documents  referred to above which have been or may be  incorporated in this
Prospectus  by  reference,  other than  exhibits to such  documents  unless such
exhibits  are  specifically  incorporated  by  reference  into  the  information
incorporated herein by reference.  Requests should be addressed to: Richard J.L.
Herson, Chief Accounting Officer, The Translation Group, Ltd., 44 Tanner Street,
Haddonfield,  NJ 08033. Requests may also be made to Mr. Herson via telephone at
(609) 795-8669.

                                       13

                                                                              

                                   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 or amendment to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of Haddonfield and State of New Jersey on the 8th
day of May, 1997.

                                  THE TRANSLATION GROUP, LTD.

                                  By: /s/ Charles D. Cascio
                                     -------------------------------------
                                     Charles D. Cascio
                                     Chief Executive Officer and President

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement or amendment  has been signed  below by the  following  persons in the
capacities and on the dates indicated:
Signature                                      Title                                     Date
      ---------                                      -----                                     ----
/s/ Charles D. Cascio                                Chief Executive Officer,                 5/8/97
----------------------------                         President and Director       
Charles D. Cascio                                    (Principal Executive Officer)
                                                     

/s/ Richard J.L. Herson                              Chief Financial Officer                  5/8/97
----------------------------                         Secretary, Treasurer and  
Richard J.L. Herson                                  Director (Principal       
                                                     Financial and Accounting  
                                                     Officer)                  
                                                     

/s/ Theodora Landgren                                Chairman of the Board and                5/8/97
----------------------------                         Chief Operating Officer
Theodora Landgren                                    
                                                    

----------------------------
Julius Cherny                                        Director                                 

/s/ Gary M. Schlosser                                Director                                 5/8/97
----------------------------
Gary M. Schlosser
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