<PAGE>
 
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 5, 1996

                                                     REGISTRATION NO. 333-
==========================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                           THE FOREFRONT GROUP, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

<TABLE>
<S>                                                                          <C>
                  DELAWARE                                                                           76-0365256
       (STATE OR OTHER JURISDICTION OF                                                            (I.R.S. EMPLOYER
        INCORPORATION OR ORGANIZATION)                                                           IDENTIFICATION NO.)

                                       1330 POST OAK BOULEVARD, SUITE 1300                 
                                                HOUSTON, TEXAS                                           77056
                                     (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                          (ZIP CODE)

</TABLE>
                               ----------------


                  AMENDED AND RESTATED 1992 STOCK OPTION PLAN
                       1996 EMPLOYEE STOCK PURCHASE PLAN
                 1996 NONEMPLOYEE DIRECTORS' STOCK OPTION PLAN
                           (FULL TITLE OF THE PLANS)
                                 
                               ----------------

                                  DAVID SIKORA
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           THE FOREFRONT GROUP, INC.
                      1330 POST OAK BOULEVARD, SUITE 1300
                              HOUSTON, TEXAS 77056
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (713) 961-1101
                    (TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
                                  
                                --------------


                                  Copies to:
                             Jeffrey L. Wade, Esq.
                             Andrews & Kurth L.L.P.
                        2170 Buckthorne Place, Suite 150
                           The Woodlands, Texas 77380
                                 (713) 220-4801

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

===============================================================================
<PAGE>
 
                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================
                                                             PROPOSED                                             
                                                             MAXIMUM          PROPOSED MAXIMUM                    
                                         AMOUNT TO BE     OFFERING PRICE     AGGREGATE OFFERING     AMOUNT OF    
TITLE OF SECURITIES TO BE REGISTERED      REGISTERED      PER SHARE(1)           PRICE(1)        REGISTRATION FEE 
- -----------------------------------------------------------------------------------------------------------------
<S>                                     <C>               <C>             <C>                 <C>
Stock Options and Common Stock,         
 par value $0.01 per share              2,141,120 Shares   $3.92 - 15.50      $16,397,735.10         $5,657.22
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

 (1)   Estimated solely for the purpose of calculating the amount of the
       registration fee.  The offering price per share and aggregate offering
       price are based upon (a) the weighted average exercise price, pursuant to
       Rule 457(h) under the Securities Act of 1933, as amended (the "Act"), for
       shares subject to options previously granted under the Registrant's
       Amended and Restated 1992 Stock Option Plan and (b) the average of the
       high and low prices reported on The Nasdaq National Market, pursuant to
       Rule 457(h) of the Act, of the Registrant's Common Stock on June 25,
       1996, for shares subject to options or rights available for grant under
       the Amended and Restated 1992 Stock Option Plan, the 1996 Employee Stock
       Purchase Plan, and 1996 Non-Employee Directors' Stock Option Plan. The
       following chart illustrates the calculation of the registration fee:

<TABLE>
<CAPTION>
 
Type of shares                    Number of Shares  Offering Price Per Share  Aggregate Offering Price
- ------------------------------------------------------------------------------------------------------
<S>                               <C>               <C>                       <C>
Shares issuable pursuant to             
 options outstanding under
 the Amended and Restated
 1992 Stock Option Plan              1,390,055              $3.92(a)                 $5,449,015.60 
- ------------------------------------------------------------------------------------------------------
Shares issuable upon                        
 exercise of options available
 for grant under the
 Amended and Restated                  
 1992 Stock Option Plan                 56,369            $15.50(b)                    $873,719.50  
- ------------------------------------------------------------------------------------------------------
Shares issuable pursuant to                                                
 the 1996 Employee Stock                  
 Purchase Plan                         500,000            $15.50(b)                   $7,750,000.00
 ------------------------------------------------------------------------------------------------------
Shares issuable upon                      
 exercise of options available
 for grant under the 1996
 Non-Employee Directors'
 Stock Option Plan                     150,000           $15.50(b)                   $2,325,000.00
- ------------------------------------------------------------------------------------------------------
Proposed Maximum                                                                       
 Aggregate Offering Price                                                           $16,397,735.10
- ------------------------------------------------------------------------------------------------------
                                                                                         x .000345
- ------------------------------------------------------------------------------------------------------
Registration Fee                                                                         $5,657.22
- ------------------------------------------------------------------------------------------------------
(a)  Weighted average exercise price
(b)  Average of the high and low prices reported on the Nasdaq National Market
     for the Registrant's Common Stock on June 25, 1996.
======================================================================================================
</TABLE>
                                       2
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

  The ForeFront Group, Inc. (the "Company") incorporates herein by reference the
following documents as of their respective dates as filed with the Securities
and Exchange Commission (the "Commission"):

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

      (b) The Company's Current Report on Form 8-K filed with the Commission on
March 18, 1996;

      (c) The Company's Quarterly Report on Form 10-QSB for the period ended
March 31, 1996;

      (d) The description of the Company's common stock, par value $0.01 per
share (the "Common Stock"), contained in the Company's Registration Statement on
Form 8-A filed with the Commission on December 15, 1995 pursuant to Section 12
of the Securities Exchange Act of 1934 (the "Exchange Act"), as amended; and

      (e) The Company's Current Report on Form 8-K filed with the Commission on
June 27, 1996.

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

ITEM 4.  DESCRIPTION OF SECURITIES.

  The information required by Item 4 is not applicable to this Registration
Statement because the class of securities to be offered is registered under
Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

  The information required by Item 5 is not applicable to this Registration
Statement.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

  Section 145 of the Delaware General Corporation Law, inter alia, empowers a
Delaware corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (other than an action by or in the right of the corporation)
by reason of the fact that such person is or was a director, officer, employee
or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.  Similar indemnity is
authorized for such persons against expenses (including attorneys' fees)
actually and reasonably incurred in connection with the defense or settlement of
any such threatened, pending or completed action or suit if such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and provided further that (unless a court of
competent jurisdiction otherwise provides) such person shall not have been
adjudged liable to the corporation.  Any such indemnification may be made only
as authorized in each specific case upon a determination by the stockholders or
disinterested directors or by independent legal counsel in a written opinion
that indemnification is proper because the indemnitee has met the applicable
standard of conduct.

  Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer,

                                      II-1
<PAGE>
 
employee or agent of another corporation or enterprise, against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the corporation would otherwise have the
power to indemnify him under Section 145.  The Company maintains policies
insuring its officers and directors against certain liabilities for actions
taken in such capacities, including liabilities under the Securities Act of
1933.

  Article VI of the Company's Certificate of Incorporation provides for
indemnification of the directors and officers of the Company to the full extent
permitted by law, as now in effect or later amended.  Currently, Article VI of
the Company's Certificate of Incorporation limits under certain circumstances
the liability of the Company's directors for a breach of their fiduciary duty as
directors.  These provisions do not eliminate the liability of a director (i)
for a breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware General Corporation Law (relating to the declaration of dividends
and purchase or redemption of shares in violation of the Delaware General
Corporation Law) or (iv) for any transaction from which the director derived an
improper personal benefit.

  Article VI of the Company's Bylaws provides that the Company shall, to the
maximum extent permitted under Delaware law, indemnify and shall advance
expenses to any person who is or was a party or is threatened to be made a party
to any threatened, pending or completed action, suit, proceeding or claim,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director or officer of the Company or while a director or
officer is or was serving at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against reasonable expenses (including attorney's fees),
judgments, fines, penalties, amounts paid in settlement and other liabilities
actually and reasonably incurred in connection with such action, suit or
proceeding upon such determination having been made as to such person's good
faith and conduct.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

  The information required by Item 7 is not applicable to this Registration
Statement.
<TABLE>
<CAPTION>
 
ITEM 8.  EXHIBITS.
<S>               <C>
 
   Exhibit
    Number                                           Description
    ------                                           -----------

      5.1              Opinion of General Counsel of the Company, as to the legality of the securities being registered

     23.1              Consent of Counsel (included in the opinion filed as Exhibit 5.1 to this Registration Statement)

     23.2              Consent of Arthur Andersen LLP

     24.1              Power of Attorney (set forth on the signature page contained in Part II of this Registration Statement)

     99.1              Registrant's Amended and Restated 1992 Stock Option Plan (incorporated by reference to Exhibit 10.1 to
                       the Company's Registration Statement on Form SB-2) (Registration No. 33-977898-D)

     99.2              Registrant's 1996 Employee Stock Purchase Plan

     99.3              Registrant's 1996 Non-Employee Directors' Stock Option Plan

 
</TABLE>
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-2
<PAGE>
 
                 (ii)  To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent 
post-effective amendment thereof) which, individually or in the aggregate, 
represent a fundamental change in the information set forth in this Registration
Statement;

                (iii)  To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in this Registration Statement;

                Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
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 such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

                (b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                      II-3
<PAGE>
 
                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, Texas, on the 5th day of July, 1996.

                                    THE FOREFRONT GROUP, INC.


                                    By:  /s/ David Sikora
                                       ------------------
                                         David Sikora
                                         President and Chief Executive Officer

                               POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and
directors of The ForeFront Group, Inc. (the "Company") hereby constitutes and
appoints David Sikora and Ernest D. Rapp, and each of them (with full power to
each of them to act alone), his true and lawful attorney-in-fact and agent, with
full power of substitution, for him and on his behalf and in his name, place and
stead, in any and all capacities, to sign, execute and file this Registration
Statement under the Securities Act of 1933, as amended, and any or all
amendments (including, without limitation, post-effective amendments), with all
exhibits and any and all documents required to be filed with respect thereto,
with the Securities and Exchange Commission or any regulatory authority,
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 done in order to effectuate the same, as fully to all intents
and purposes as he himself might or could do if personally present, hereby
ratifying and confirming all that such attorneys-in-fact and agents, or any of
them, or their substitute or substitutes, may lawfully do or cause to be done.

      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.
<TABLE>
<CAPTION>
 
            SIGNATURE                                  TITLE                          DATE

<S>                                 <C>                                           <C>
 
   /s/ David Sikora                   President, Chief Executive Officer and        July 5, 1996
- ----------------------------------    Director (Principal Executive Officer)
          David Sikora

 
   /s/ Ernest D. Rapp                 Chief Financial Officer (Principal Financial  July 5, 1996
- ----------------------------------    and Accounting Officer)
          Ernest D. Rapp

 
  /s/ G. Anthony Gorry                Chairman of the Board of Directors            July 5, 1996
- ----------------------------------
          G. Anthony Gorry

 
 /s/ Stephen J. Banks                 Director                                      July 5, 1996
- ----------------------------------
          Stephen J. Banks

 
 /s/ Terry Ward                       Director                                      July 5, 1996
- ----------------------------------
          Terry Ward

 
 /s/ Grant Dove                       Director                                      July 5, 1996
- ----------------------------------
          Grant Dove

</TABLE>

                                      II-4
<PAGE>
 
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
 
 
Exhibit                                                 
Number                                                  Description
- -------                                                 -----------

<C>      <S>
 5.1     Opinion of General Counsel of the Company, as to the legality of the securities being registered

23.1     Consent of Counsel (included in the opinion filed as Exhibit 5.1 to this Registration Statement)

23.2     Consent of Arthur Andersen LLP

24.1     Power of Attorney (set forth on the signature page contained in Part II of this Registration Statement)

99.1     Registrant's Amended and Restated 1992 Stock Option Plan (incorporated by reference to Exhibit 10.1 to
         the Company's Registration Statement on Form SB-2) (Registration No. 33-977898-D)

99.2     Registrant's 1996 Employee Stock Purchase Plan

99.3     Registrant's 1996 Non-Employee Directors' Stock Option Plan

</TABLE>

                                      II-5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23475}]
{"company-data": {"conformed-name": "FOREFRONT GROUP INC/DE", "cik": "0001002040", "assigned-sic": "7372", "irs-number": "760365256", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-07721", "film-number": "96591632"}, "business-address": {"street1": "1360 POST OAK BLVD", "street2": "SUITE 1660", "city": "HOUSTON", "state": "TX", "zip": "77056", "phone": "7139611101"}, "mail-address": {"street1": "1360 POST OAK BLVD", "street2": "SUITE 1660", "city": "HOUSTON", "state": "TX", "zip": "77056"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 5, 1996

                                                     REGISTRATION NO. 333-
==========================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                           THE FOREFRONT GROUP, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                 ---------------
DELAWARE                                                                           76-0365256
       (STATE OR OTHER JURISDICTION OF                                                            (I.R.S. EMPLOYER
        INCORPORATION OR ORGANIZATION)                                                           IDENTIFICATION NO.)

                                       1330 POST OAK BOULEVARD, SUITE 1300                 
                                                HOUSTON, TEXAS                                           77056
                                     (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                          (ZIP CODE)
----------------

                  AMENDED AND RESTATED 1992 STOCK OPTION PLAN
                       1996 EMPLOYEE STOCK PURCHASE PLAN
                 1996 NONEMPLOYEE DIRECTORS' STOCK OPTION PLAN
                           (FULL TITLE OF THE PLANS)
                                 
                               ----------------

                                  DAVID SIKORA
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           THE FOREFRONT GROUP, INC.
                      1330 POST OAK BOULEVARD, SUITE 1300
                              HOUSTON, TEXAS 77056
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (713) 961-1101
                    (TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
                                  
                                --------------

                                  Copies to:
                             Jeffrey L. Wade, Esq.
                             Andrews & Kurth L.L.P.
                        2170 Buckthorne Place, Suite 150
                           The Woodlands, Texas 77380
                                 (713) 220-4801

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

===============================================================================
CALCULATION OF REGISTRATION FEE
================================================================================================================
                                                             PROPOSED                                             
                                                             MAXIMUM          PROPOSED MAXIMUM                    
                                         AMOUNT TO BE     OFFERING PRICE     AGGREGATE OFFERING     AMOUNT OF    
TITLE OF SECURITIES TO BE REGISTERED      REGISTERED      PER SHARE(1)           PRICE(1)        REGISTRATION FEE 
- -----------------------------------------------------------------------------------------------------------------
Stock Options and Common Stock,         
 par value $0.01 per share              2,141,120 Shares   $3.92 - 15.50      $16,397,735.10         $5,657.22
- ------------------------------------------------------------------------------------------------------------------
(1)   Estimated solely for the purpose of calculating the amount of the
       registration fee.  The offering price per share and aggregate offering
       price are based upon (a) the weighted average exercise price, pursuant to
       Rule 457(h) under the Securities Act of 1933, as amended (the "Act"), for
       shares subject to options previously granted under the Registrant's
       Amended and Restated 1992 Stock Option Plan and (b) the average of the
       high and low prices reported on The Nasdaq National Market, pursuant to
       Rule 457(h) of the Act, of the Registrant's Common Stock on June 25,
       1996, for shares subject to options or rights available for grant under
       the Amended and Restated 1992 Stock Option Plan, the 1996 Employee Stock
       Purchase Plan, and 1996 Non-Employee Directors' Stock Option Plan. The
       following chart illustrates the calculation of the registration fee:
Type of shares                    Number of Shares  Offering Price Per Share  Aggregate Offering Price
- ------------------------------------------------------------------------------------------------------
Shares issuable pursuant to             
 options outstanding under
 the Amended and Restated
 1992 Stock Option Plan              1,390,055              $3.92(a)                 $5,449,015.60 
- ------------------------------------------------------------------------------------------------------
Shares issuable upon                        
 exercise of options available
 for grant under the
 Amended and Restated                  
 1992 Stock Option Plan                 56,369            $15.50(b)                    $873,719.50  
- ------------------------------------------------------------------------------------------------------
Shares issuable pursuant to                                                
 the 1996 Employee Stock                  
 Purchase Plan                         500,000            $15.50(b)                   $7,750,000.00
 ------------------------------------------------------------------------------------------------------
Shares issuable upon                      
 exercise of options available
 for grant under the 1996
 Non-Employee Directors'
 Stock Option Plan                     150,000           $15.50(b)                   $2,325,000.00
- ------------------------------------------------------------------------------------------------------
Proposed Maximum                                                                       
 Aggregate Offering Price                                                           $16,397,735.10
- ------------------------------------------------------------------------------------------------------
                                                                                         x .000345
- ------------------------------------------------------------------------------------------------------
Registration Fee                                                                         $5,657.22
- ------------------------------------------------------------------------------------------------------
(a)  Weighted average exercise price
(b)  Average of the high and low prices reported on the Nasdaq National Market
     for the Registrant's Common Stock on June 25, 1996.
======================================================================================================
2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

  The ForeFront Group, Inc. (the "Company") incorporates herein by reference the
following documents as of their respective dates as filed with the Securities
and Exchange Commission (the "Commission"):

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

      (b) The Company's Current Report on Form 8-K filed with the Commission on
March 18, 1996;

      (c) The Company's Quarterly Report on Form 10-QSB for the period ended
March 31, 1996;

      (d) The description of the Company's common stock, par value $0.01 per
share (the "Common Stock"), contained in the Company's Registration Statement on
Form 8-A filed with the Commission on December 15, 1995 pursuant to Section 12
of the Securities Exchange Act of 1934 (the "Exchange Act"), as amended; and

      (e) The Company's Current Report on Form 8-K filed with the Commission on
June 27, 1996.

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

ITEM 4.  DESCRIPTION OF SECURITIES.

  The information required by Item 4 is not applicable to this Registration
Statement because the class of securities to be offered is registered under
Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

  The information required by Item 5 is not applicable to this Registration
Statement.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

  Section 145 of the Delaware General Corporation Law, inter alia, empowers a
Delaware corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (other than an action by or in the right of the corporation)
by reason of the fact that such person is or was a director, officer, employee
or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.  Similar indemnity is
authorized for such persons against expenses (including attorneys' fees)
actually and reasonably incurred in connection with the defense or settlement of
any such threatened, pending or completed action or suit if such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and provided further that (unless a court of
competent jurisdiction otherwise provides) such person shall not have been
adjudged liable to the corporation.  Any such indemnification may be made only
as authorized in each specific case upon a determination by the stockholders or
disinterested directors or by independent legal counsel in a written opinion
that indemnification is proper because the indemnitee has met the applicable
standard of conduct.

  Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer,

                                      II-1
employee or agent of another corporation or enterprise, against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the corporation would otherwise have the
power to indemnify him under Section 145.  The Company maintains policies
insuring its officers and directors against certain liabilities for actions
taken in such capacities, including liabilities under the Securities Act of
1933.

  Article VI of the Company's Certificate of Incorporation provides for
indemnification of the directors and officers of the Company to the full extent
permitted by law, as now in effect or later amended.  Currently, Article VI of
the Company's Certificate of Incorporation limits under certain circumstances
the liability of the Company's directors for a breach of their fiduciary duty as
directors.  These provisions do not eliminate the liability of a director (i)
for a breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware General Corporation Law (relating to the declaration of dividends
and purchase or redemption of shares in violation of the Delaware General
Corporation Law) or (iv) for any transaction from which the director derived an
improper personal benefit.

  Article VI of the Company's Bylaws provides that the Company shall, to the
maximum extent permitted under Delaware law, indemnify and shall advance
expenses to any person who is or was a party or is threatened to be made a party
to any threatened, pending or completed action, suit, proceeding or claim,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director or officer of the Company or while a director or
officer is or was serving at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against reasonable expenses (including attorney's fees),
judgments, fines, penalties, amounts paid in settlement and other liabilities
actually and reasonably incurred in connection with such action, suit or
proceeding upon such determination having been made as to such person's good
faith and conduct.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

  The information required by Item 7 is not applicable to this Registration
Statement.
ITEM 8.  EXHIBITS.
Exhibit
    Number                                           Description
    ------                                           -----------

      5.1              Opinion of General Counsel of the Company, as to the legality of the securities being registered

     23.1              Consent of Counsel (included in the opinion filed as Exhibit 5.1 to this Registration Statement)

     23.2              Consent of Arthur Andersen LLP

     24.1              Power of Attorney (set forth on the signature page contained in Part II of this Registration Statement)

     99.1              Registrant's Amended and Restated 1992 Stock Option Plan (incorporated by reference to Exhibit 10.1 to
                       the Company's Registration Statement on Form SB-2) (Registration No. 33-977898-D)

     99.2              Registrant's 1996 Employee Stock Purchase Plan

     99.3              Registrant's 1996 Non-Employee Directors' Stock Option Plan
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-2
(ii)  To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent 
post-effective amendment thereof) which, individually or in the aggregate, 
represent a fundamental change in the information set forth in this Registration
Statement;

                (iii)  To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in this Registration Statement;

                Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
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 such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

                (b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                      II-3
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, Texas, on the 5th day of July, 1996.

                                    THE FOREFRONT GROUP, INC.

                                    By:  /s/ David Sikora
                                       ------------------
                                         David Sikora
                                         President and Chief Executive Officer

                               POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and
directors of The ForeFront Group, Inc. (the "Company") hereby constitutes and
appoints David Sikora and Ernest D. Rapp, and each of them (with full power to
each of them to act alone), his true and lawful attorney-in-fact and agent, with
full power of substitution, for him and on his behalf and in his name, place and
stead, in any and all capacities, to sign, execute and file this Registration
Statement under the Securities Act of 1933, as amended, and any or all
amendments (including, without limitation, post-effective amendments), with all
exhibits and any and all documents required to be filed with respect thereto,
with the Securities and Exchange Commission or any regulatory authority,
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 done in order to effectuate the same, as fully to all intents
and purposes as he himself might or could do if personally present, hereby
ratifying and confirming all that such attorneys-in-fact and agents, or any of
them, or their substitute or substitutes, may lawfully do or cause to be done.

      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
/s/ David Sikora                   President, Chief Executive Officer and        July 5, 1996
- ----------------------------------    Director (Principal Executive Officer)
          David Sikora

 
   /s/ Ernest D. Rapp                 Chief Financial Officer (Principal Financial  July 5, 1996
- ----------------------------------    and Accounting Officer)
          Ernest D. Rapp

 
  /s/ G. Anthony Gorry                Chairman of the Board of Directors            July 5, 1996
- ----------------------------------
          G. Anthony Gorry

 
 /s/ Stephen J. Banks                 Director                                      July 5, 1996
- ----------------------------------
          Stephen J. Banks

 
 /s/ Terry Ward                       Director                                      July 5, 1996
- ----------------------------------
          Terry Ward

 
 /s/ Grant Dove                       Director                                      July 5, 1996
- ----------------------------------
          Grant Dove
II-4
INDEX TO EXHIBITS
Exhibit                                                 
Number                                                  Description
- -------                                                 -----------
5.1     Opinion of General Counsel of the Company, as to the legality of the securities being registered

23.1     Consent of Counsel (included in the opinion filed as Exhibit 5.1 to this Registration Statement)

23.2     Consent of Arthur Andersen LLP

24.1     Power of Attorney (set forth on the signature page contained in Part II of this Registration Statement)

99.1     Registrant's Amended and Restated 1992 Stock Option Plan (incorporated by reference to Exhibit 10.1 to
         the Company's Registration Statement on Form SB-2) (Registration No. 33-977898-D)

99.2     Registrant's 1996 Employee Stock Purchase Plan

99.3     Registrant's 1996 Non-Employee Directors' Stock Option Plan
II-5