<HTML>
<HEAD>
<TITLE> Form S-8
</TITLE>
<BODY>
<p align=center>As filed with the Securities and Exchange Commission on December 1, 2000, Reg. No. 333-_________</p>

<p align=center><b>SECURITIES AND EXCHANGE COMMISSION</b><br>
<u>Washington, D.C. 20549</u></p>


<p align=center><b>FORM S-8<br>
REGISTRATION STATEMENT<br>
UNDER<br>
THE SECURITIES ACT OF 1933</b></p>

<p align=center>Computer Task Group, Incorporated<br>
(Exact name of registrant as specified in its charter)</p>

<table align=left cellpadding=60>
<tr><td>New York<br>(State or other jurisdiction of<br>incorporation or organization)</td>
<td valign=top> 16-0912632<br>(I.R.S.Employer Identification No.)</td></tr>
</TABLE>

<p align=center>800 Delaware Avenue, Buffalo, New York 14209<br>
(Address of Principal Executive Offices, Including Zip Code)</p>

<p align=center>Computer Task Group, Incorporated 401(k) Retirement Plan<br>
(Full Title of the Plan)</p>

<table cellpadding=60>
<tr><td valign=top><br>Peter P. Radetich, Esq.<br>Computer Task Group, Incorporated<br>
800 Delaware Avenue<br>
Buffalo, New York  14209<br>
(716) 882-8000<br>
(Name, address and telephone<br>
number of agent for service)</td>
<td valign=top>Copy to:<br>Ward B. Hinkle, Esq.<br>
Hodgson, Russ, Andrews, Woods<br>
&nbsp;&nbsp;&nbsp;&amp; Goodyear LLP <br>
One M&amp;T Plaza, Suite 2000<br>
Buffalo, New York 14203<br>
(716) 856-4000</td></tr>
</TABLE>

<pre>
                                          Calculation of Registration Fee

                                                                       Proposed         Proposed
                                                                       Maximum          Maximum
                                                                       Offering         Aggregate
Title of Securities                 Amount to be      Price            Offering         Amount of
to be Registered(1)                 Registered       Per Share         Price(2)         Registration Fee
--------------------------------------------------------------------------------------------------------
Common Stock, par value $.01        2,000,000       $3.625            $7,250,000       $1,914.00

--------------------------------------------------------------------------------------------------------
</pre>

<P><FONT SIZE=2>(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, pursuant to Rule 416(c)
under the Securities Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.</FONT></P>

<P><FONT SIZE=2>(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Estimated solely for the purpose of
calculating the registration fee in accordance with Rule 457(c) and based upon
the average of the high and low prices for the shares on the New York Stock
Exchange composite reporting system on November 30, 2000.</FONT></P>

<p align=center><B>PART II</B></p>
<p align=center>Information Required in the Registration Statement</p>

<p><B>ITEM 3.&nbsp;&nbsp;&nbsp;&nbsp;Incorporation of Documents by Reference</B></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following  documents filed with the Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:</p>

<p>a.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant&#146;s Annual Report on Form 10-K for the
fiscal year ended December 31, 1999 as filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934 (the &#147;Exchange Act&#148;);</p>

<p>b.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the Exchange  Act since the end of the
fiscal  year  covered by the Annual  Report referred to in (a) above; and</p>

<p>c.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The description  of the  Registrant's  Common Stock  contained in the Registrant's  registration  statement
filed with the Commission under Section 12 of the Exchange Act, including any amendment or report filed
for the purpose of updating such description.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents  subsequently  filed by the  Registrant  pursuant to Sections 13(a),  13(c),  14 and  15(d) of the  Exchange
Act, prior to the filing of a post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference herein and to be a part hereof from the
respective dates of the filing of such documents.

<p><b>ITEM 4.  Description of Securities</b></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.</p>


<p><b>ITEM 5.  Interests of Named Experts and Counsel</b></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.</p>


<p><b>ITEM 6.  Indemnification of Directors and Officers</b></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 722(a) of the New York Business Corporation Law (the "BCL") generally provides that a corporation shall have the
power to indemnify any person made, or threatened to be made, a party to an action or proceeding (other
than one by or in the right of the corporation to procure a judgment in its
favor), whether civil or criminal, including an action by or in the right of any
other corporation of any type or kind, or any partnership, joint venture, trust,
employee benefit plan or other enterprise, which any director or officer of the
corporation served in any capacity at the request of the corporation, by reason
of the fact that he or she was a director or officer of the corporation, or
served such other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise in any capacity, against judgments, fines,
amounts paid in settlement and reasonable expenses, including attorneys&#146;
fees actually and necessarily incurred as a result of such action or proceeding,
or any appeal therein, if such director or officer acted in good faith for a
purpose which he or she reasonably believed to be in or, in the case of service
for any other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, not opposed to, the best interests of the corporation
and, in criminal actions or proceedings, in addition, had no reasonable cause to
believe that his or her conduct was unlawful.</P>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, Section 722(c) of the BCL provides that a corporation  may indemnify any person made, or threatened to be made,
a party to an action by or in the right of the corporation to procure a judgment in its favor by reason of
the fact that he or she is or was a director or officer of the corporation, or
is or was serving at the request of the corporation as a director or officer of
any other corporation of any type or kind, any partnership, joint venture,
trust, employee benefit plan or other enterprise, against amounts paid in
settlement and reasonable expenses, including attorneys&#146; fees, actually and
necessarily incurred by him or her in connection with the defense or settlement
of such action, or in connection with an appeal therein, if such director or
officer acted, in good faith, for a purpose which he or she reasonably believed
to be in or, in the case of service for any other corporation or any
partnership, joint venture, trust, employee benefit plan or other enterprise,
not opposed to, the best interests of the corporation, except that no
indemnification under this paragraph shall be made in respect of (1) a
threatened action or a pending action which is settled or otherwise disposed of,
or (2) any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation, unless and only to the extent that the
court in which the action was brought, or if no action was brought, any court of
competent jurisdiction determines upon application that, in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such portion of the settlement amount and expenses as the court
deems proper.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Article V of the  Registrant's  By-laws requires the  Registrant  to indemnify its officers and directors to the fullest
extent in accordance with and permitted by law for the defense of civil and criminal proceedings against
them by reason of their service as officers or directors.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 723 of the BCL provides that a person who has been  successful, on the  merits or otherwise, in the defense of a
civil or criminal action or proceeding of the character described in BCL section 722 shall be entitled to
indemnification as authorized in such section. Except where a person has been
successful in such matters, any indemnification under BCL Section 722 or
otherwise permitted by law, unless ordered by a court, shall be made by a
corporation only if authorized in the specific case by the Board of Directors or
shareholders pursuant to BCL Section 723. In no event may indemnification be
made to or on behalf of any director or officer if a judgment or other final
adjudication adverse to the director or officer establishes that his or her acts
were committed in bad faith or were the result of active and deliberate
dishonesty and were material to the cause of action so adjudicated, or that he
or she personally gained in fact a financial profit or other advantage to which
he or she was not legally entitled.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The BCL also empowers the Registrant to purchase and maintain certain types of directors and officers liability insurance.
The Registrant has purchased such insurance (effective through April 1, 2002) which, in general,
provides for indemnification of officers and directors for any damages, costs or
expenses up to $20,000,000, less a $250,000 deductible for the Registrant and a
$5,000 deductible per director ($50,000 maximum), which they are legally
required to pay, resulting from any error, misstatement, misleading statement,
act, omission, neglect or breach of duty committed, attempted or allegedly
committed or attempted by such officers or directors (subject to certain
exceptions) solely by reason of their status as such. Such insurance does not
cover fines or penalties imposed by law or losses which are not reimbursable by
law. If available on terms and conditions deemed reasonable, the Registrant
intends to purchase similar insurance in the future.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 402(b) of the BCL generally  provides that a corporation's certificate of incorporation  may set forth a provision
eliminating or limiting the personal liability of directors to the corporation or its shareholders for
damages for any breach of duty in such capacity, provided that no such provision
shall eliminate or limit the liability of any director if a judgment or other
final adjudication adverse to him or her establishes that his or her acts or
omissions were in bad faith or involved intentional misconduct or a knowing
violation of law or that he or she personally gained in fact a financial profit
or other advantage to which he or she was not legally entitled or that his or
her acts violated Section 719 of the BCL (generally prohibiting unlawful
dividends or distributions, share repurchases, distributions after dissolution,
or loans). The Registrant&#146;s Certificate of Incorporation provides that no
director of the Registrant shall be personally liable to the Registrant or its
shareholders for damages or any breach of duty in such capacity occurring after
May 25, 1988, except as otherwise provided by law.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The foregoing is only a summary of the described sections of the New York Business Corporation Law and is qualified
in its entirety by reference to such sections.</P>

<P><B>ITEM 7.  Exemption from Registration Claimed</B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.</P>


<P><B>ITEM 8.  Exhibits</B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following exhibits are filed with this Form S-8:</P>

<TABLE>
<TR><TD ALIGN=RIGHT>4.</TD><TD>Computer Task Group, Incorporated 401(k) Retirement Plan, as amended.</TD></TR>
<TR><TD ALIGN=RIGHT>23.</TD><TD>Consent of Deloitte &amp; Touche LLP</TD></TR>
<TR><TD ALIGN=RIGHT>24.</TD><TD>Power of Attorney</TD></TR>
</TABLE>

<P><B>ITEM 9.  Undertakings</B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;The undersigned Registrant hereby undertakes:</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;&nbsp;&nbsp;&nbsp;To file, during any period in which offers or sales are being made, a post-effective  amendment to this
registration statement: (i)to include any prospectus required by section 10(a)(3) of the Securities Act of
1933; (ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;&nbsp;&nbsp;&nbsp;That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective
amendment shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;&nbsp;&nbsp;&nbsp;To remove from registration by means of a post-effective amendment any of the securities  being registered
which remain unsold at the termination of the offering.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;The undersigned Registrant hereby undertakes that, for purposes of determining  any liability under the Securities
Act of 1933, each filing of the Registrant&#146;s annual report pursuant to Section 13(a) or Section15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus,  to each
person to whom the prospectus is sent or given, the latest annual report to security holders that
is incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulations S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in such Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.</P>

<P ALIGN=CENTER><B>SIGNATURES</B></P>

<P><U>The Registrant</u>.&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has  reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Buffalo, State of New York, on November 17,
2000.</P>

<pre>
                                        COMPUTER TASK GROUP, INCORPORATED

                                        By:<u>/s/ Darrell L. Jennings</u>
                                           Darrell L. Jennings
                                           Chairman, President and
                                           Chief Executive Officer
</pre>

<p align=center><b>POWER OF ATTORNEY</b></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints JAMES R. BOLDT
and PETER P. RADETICH, and each of them severally, his or her true and lawful attorneys-in-fact and agents
with full power of substitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be in and about the premises, as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that such attorneys-in-fact and agents or
each of them or their or his or her substitutes may lawfully do or cause to be
done by virtue thereof.</P>

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

<PRE>
Signature                                   Title                               Date


(a) Principal Executive Officer

/s/ Darrell L. Jennings                     Chairman, President and             November 17, 2000
---------------------------
Darrell L. Jennings                         Chief Executive Officer


(b) Principal Financial and Accounting Officer

/s/ James R. Boldt                          Vice President and                  November 17 , 2000
------------------------------------
James R. Boldt                              Chief Financial Officer

(c)  Directors

/s/ Darrell L. Jennings                                                         November 17 , 2000
---------------------------
Darrell L. Jennings


/s/ Randolph A. Marks                                                           November 17, 2000
---------------------------
Randolph A. Marks


/s/ R. Keith Elliott                                                            November 17, 2000
---------------------------
R. Keith Elliott


/s/ Richard L. Crandell                                                         November 17 , 2000
---------------------------
Richard L. Crandall


/s/ George B. Beitzel                                                           November 17 , 2000
---------------------------
George B. Beitzel

</PRE>


<p><u>The Plan</u>.&nbsp;&nbsp;&nbsp;Pursuant to the Securities Act of 1933, the trustees (or other person who administer the employee benefit plan) have duly
caused this statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Buffalo, State of New York, on November 17, 2000.</P>

<pre>
                                        COMPUTER TASK GROUP, INCORPORATED
                                        401(k) RETIREMENT PLAN

                                        By:<u>/s/ Peter P. Radetich</u>
                                           Peter P. Radetich
</pre>


<p align=center>EXHIBIT INDEX</p>

<pre>
Exhibit No.    Description                                        Page or
                                                                  Reference
4              Copy of Computer Task Group, Incorporated
               401(k) Retirement Plan, as amended                     8

23             Consent of Deloitte &amp; Touche LLP                      53

24             Power of Attorney (included on page 6 of
               this registration statement)
</pre>

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{"company-data": {"conformed-name": "COMPUTER TASK GROUP INC", "cik": "0000023111", "assigned-sic": "7371", "irs-number": "160912632", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51162", "film-number": "782554"}, "business-address": {"street1": "800 DELAWARE AVE", "city": "BUFFALO", "state": "NY", "zip": "14209", "phone": "7168828000"}, "mail-address": {"street1": "800 DELAWARE AVE", "city": "BUFFALO", "state": "NY", "zip": "14209"}, "former-company": {"former-conformed-name": "MARKS BAER INC", "date-changed": "19690128"}}
Form S-8
As filed with the Securities and Exchange Commission on December 1, 2000, Reg. No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Computer Task Group, Incorporated
(Exact name of registrant as specified in its charter)
New York
(State or other jurisdiction of
incorporation or organization)
16-0912632
(I.R.S.Employer Identification No.)
800 Delaware Avenue, Buffalo, New York 14209
(Address of Principal Executive Offices, Including Zip Code)
Computer Task Group, Incorporated 401(k) Retirement Plan
(Full Title of the Plan)
Peter P. Radetich, Esq.
Computer Task Group, Incorporated
800 Delaware Avenue
Buffalo, New York  14209
(716) 882-8000
(Name, address and telephone
number of agent for service)
Copy to:
Ward B. Hinkle, Esq.
Hodgson, Russ, Andrews, Woods
& Goodyear LLP
One M&T Plaza, Suite 2000
Buffalo, New York 14203
(716) 856-4000
Calculation of Registration Fee

                                                                       Proposed         Proposed
                                                                       Maximum          Maximum
                                                                       Offering         Aggregate
Title of Securities                 Amount to be      Price            Offering         Amount of
to be Registered(1)                 Registered       Per Share         Price(2)         Registration Fee
--------------------------------------------------------------------------------------------------------
Common Stock, par value $.01        2,000,000       $3.625            $7,250,000       $1,914.00

--------------------------------------------------------------------------------------------------------
(1)     In addition, pursuant to Rule 416(c)
under the Securities Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.
(2)     Estimated solely for the purpose of
calculating the registration fee in accordance with Rule 457(c) and based upon
the average of the high and low prices for the shares on the New York Stock
Exchange composite reporting system on November 30, 2000.
PART II
Information Required in the Registration Statement
ITEM 3.    Incorporation of Documents by Reference
The following  documents filed with the Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:
a.        The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999 as filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934 (the "Exchange Act");
b.        All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the Exchange  Act since the end of the
fiscal  year  covered by the Annual  Report referred to in (a) above; and
c.        The description  of the  Registrant's  Common Stock  contained in the Registrant's  registration  statement
filed with the Commission under Section 12 of the Exchange Act, including any amendment or report filed
for the purpose of updating such description.
All documents  subsequently  filed by the  Registrant  pursuant to Sections 13(a),  13(c),  14 and  15(d) of the  Exchange
Act, prior to the filing of a post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference herein and to be a part hereof from the
respective dates of the filing of such documents.
ITEM 4.  Description of Securities
Not Applicable.
ITEM 5.  Interests of Named Experts and Counsel
Not Applicable.
ITEM 6.  Indemnification of Directors and Officers
Section 722(a) of the New York Business Corporation Law (the "BCL") generally provides that a corporation shall have the
power to indemnify any person made, or threatened to be made, a party to an action or proceeding (other
than one by or in the right of the corporation to procure a judgment in its
favor), whether civil or criminal, including an action by or in the right of any
other corporation of any type or kind, or any partnership, joint venture, trust,
employee benefit plan or other enterprise, which any director or officer of the
corporation served in any capacity at the request of the corporation, by reason
of the fact that he or she was a director or officer of the corporation, or
served such other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise in any capacity, against judgments, fines,
amounts paid in settlement and reasonable expenses, including attorneys'
fees actually and necessarily incurred as a result of such action or proceeding,
or any appeal therein, if such director or officer acted in good faith for a
purpose which he or she reasonably believed to be in or, in the case of service
for any other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, not opposed to, the best interests of the corporation
and, in criminal actions or proceedings, in addition, had no reasonable cause to
believe that his or her conduct was unlawful.
In addition, Section 722(c) of the BCL provides that a corporation  may indemnify any person made, or threatened to be made,
a party to an action by or in the right of the corporation to procure a judgment in its favor by reason of
the fact that he or she is or was a director or officer of the corporation, or
is or was serving at the request of the corporation as a director or officer of
any other corporation of any type or kind, any partnership, joint venture,
trust, employee benefit plan or other enterprise, against amounts paid in
settlement and reasonable expenses, including attorneys' fees, actually and
necessarily incurred by him or her in connection with the defense or settlement
of such action, or in connection with an appeal therein, if such director or
officer acted, in good faith, for a purpose which he or she reasonably believed
to be in or, in the case of service for any other corporation or any
partnership, joint venture, trust, employee benefit plan or other enterprise,
not opposed to, the best interests of the corporation, except that no
indemnification under this paragraph shall be made in respect of (1) a
threatened action or a pending action which is settled or otherwise disposed of,
or (2) any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation, unless and only to the extent that the
court in which the action was brought, or if no action was brought, any court of
competent jurisdiction determines upon application that, in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such portion of the settlement amount and expenses as the court
deems proper.
Article V of the  Registrant's  By-laws requires the  Registrant  to indemnify its officers and directors to the fullest
extent in accordance with and permitted by law for the defense of civil and criminal proceedings against
them by reason of their service as officers or directors.
Section 723 of the BCL provides that a person who has been  successful, on the  merits or otherwise, in the defense of a
civil or criminal action or proceeding of the character described in BCL section 722 shall be entitled to
indemnification as authorized in such section. Except where a person has been
successful in such matters, any indemnification under BCL Section 722 or
otherwise permitted by law, unless ordered by a court, shall be made by a
corporation only if authorized in the specific case by the Board of Directors or
shareholders pursuant to BCL Section 723. In no event may indemnification be
made to or on behalf of any director or officer if a judgment or other final
adjudication adverse to the director or officer establishes that his or her acts
were committed in bad faith or were the result of active and deliberate
dishonesty and were material to the cause of action so adjudicated, or that he
or she personally gained in fact a financial profit or other advantage to which
he or she was not legally entitled.
The BCL also empowers the Registrant to purchase and maintain certain types of directors and officers liability insurance.
The Registrant has purchased such insurance (effective through April 1, 2002) which, in general,
provides for indemnification of officers and directors for any damages, costs or
expenses up to $20,000,000, less a $250,000 deductible for the Registrant and a
$5,000 deductible per director ($50,000 maximum), which they are legally
required to pay, resulting from any error, misstatement, misleading statement,
act, omission, neglect or breach of duty committed, attempted or allegedly
committed or attempted by such officers or directors (subject to certain
exceptions) solely by reason of their status as such. Such insurance does not
cover fines or penalties imposed by law or losses which are not reimbursable by
law. If available on terms and conditions deemed reasonable, the Registrant
intends to purchase similar insurance in the future.
Section 402(b) of the BCL generally  provides that a corporation's certificate of incorporation  may set forth a provision
eliminating or limiting the personal liability of directors to the corporation or its shareholders for
damages for any breach of duty in such capacity, provided that no such provision
shall eliminate or limit the liability of any director if a judgment or other
final adjudication adverse to him or her establishes that his or her acts or
omissions were in bad faith or involved intentional misconduct or a knowing
violation of law or that he or she personally gained in fact a financial profit
or other advantage to which he or she was not legally entitled or that his or
her acts violated Section 719 of the BCL (generally prohibiting unlawful
dividends or distributions, share repurchases, distributions after dissolution,
or loans). The Registrant's Certificate of Incorporation provides that no
director of the Registrant shall be personally liable to the Registrant or its
shareholders for damages or any breach of duty in such capacity occurring after
May 25, 1988, except as otherwise provided by law.
The foregoing is only a summary of the described sections of the New York Business Corporation Law and is qualified
in its entirety by reference to such sections.
ITEM 7.  Exemption from Registration Claimed
Not applicable.
ITEM 8.  Exhibits
The following exhibits are filed with this Form S-8:
4.
Computer Task Group, Incorporated 401(k) Retirement Plan, as amended.
23.
Consent of Deloitte & Touche LLP
24.
Power of Attorney
ITEM 9.  Undertakings
(a)    The undersigned Registrant hereby undertakes:
(1)    To file, during any period in which offers or sales are being made, a post-effective  amendment to this
registration statement: (i)to include any prospectus required by section 10(a)(3) of the Securities Act of
1933; (ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2)    That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective
amendment shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and
(3)    To remove from registration by means of a post-effective amendment any of the securities  being registered
which remain unsold at the termination of the offering.
(b)    The undersigned Registrant hereby undertakes that, for purposes of determining  any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c)    The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus,  to each
person to whom the prospectus is sent or given, the latest annual report to security holders that
is incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulations S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information.
(d)    Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in such Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES
The Registrant
.  Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has  reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Buffalo, State of New York, on November 17,
2000.
COMPUTER TASK GROUP, INCORPORATED

                                        By:
/s/ Darrell L. Jennings
Darrell L. Jennings
                                           Chairman, President and
                                           Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints JAMES R. BOLDT
and PETER P. RADETICH, and each of them severally, his or her true and lawful attorneys-in-fact and agents
with full power of substitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be in and about the premises, as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that such attorneys-in-fact and agents or
each of them or their or his or her substitutes may lawfully do or cause to be
done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been  signed by the following persons in
the capacities and on the dates indicated.
Signature                                   Title                               Date

(a) Principal Executive Officer

/s/ Darrell L. Jennings                     Chairman, President and             November 17, 2000
---------------------------
Darrell L. Jennings                         Chief Executive Officer

(b) Principal Financial and Accounting Officer

/s/ James R. Boldt                          Vice President and                  November 17 , 2000
------------------------------------
James R. Boldt                              Chief Financial Officer

(c)  Directors

/s/ Darrell L. Jennings                                                         November 17 , 2000
---------------------------
Darrell L. Jennings

/s/ Randolph A. Marks                                                           November 17, 2000
---------------------------
Randolph A. Marks

/s/ R. Keith Elliott                                                            November 17, 2000
---------------------------
R. Keith Elliott

/s/ Richard L. Crandell                                                         November 17 , 2000
---------------------------
Richard L. Crandall

/s/ George B. Beitzel                                                           November 17 , 2000
---------------------------
George B. Beitzel
The Plan
.   Pursuant to the Securities Act of 1933, the trustees (or other person who administer the employee benefit plan) have duly
caused this statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Buffalo, State of New York, on November 17, 2000.
COMPUTER TASK GROUP, INCORPORATED
                                        401(k) RETIREMENT PLAN

                                        By:
/s/ Peter P. Radetich
Peter P. Radetich
EXHIBIT INDEX
Exhibit No.    Description                                        Page or
                                                                  Reference
4              Copy of Computer Task Group, Incorporated
               401(k) Retirement Plan, as amended                     8

23             Consent of Deloitte & Touche LLP                      53

24             Power of Attorney (included on page 6 of
               this registration statement)