8-A12G

 
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                        
                                ---------------

                                    FORM 8-A
               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(B) OR 12(G) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                                        
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                       ANSWERTHINK CONSULTING GROUP, INC.
             (Exact name of registrant as specified in its charter)
                                        
            FLORIDA                                             65-0750100
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                             Identification no.)

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

    1401 BRICKELL AVENUE, SUITE 350                                 
             MIAMI, FLORIDA                                         33131
(Address of principal executive offices)                          (zip code)


                                        
                                                           
If this form relates to the registration of a                 If this form relates to the registration of a class
class of securities pursuant to Section 12(b) of              of securities pursuant to Section 12(g) of the
the Exchange Act and is effective pursuant to                 Exchange Act and is effective pursuant to General
General Instruction A.(c), check the following                Instruction A.(d), check the following box.  [X]
box.  [_]                                              



                     Securities Act registration statement
                    file number to which this form relates:
                                   333-48123
                    ---------------------------------------
                                (if applicable)

Securities to be registered pursuant to Section 12(b) of the Act:   None

Securities to be registered pursuant to Section 12(g) of the Act:


                     COMMON STOCK, PAR VALUE $.001 PER SHARE
                                (Title of Class)
                                        

 
ITEM 1.   DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

     Information with respect to the common stock, par value $.001 per share
(the "Common Stock"), of the Registrant is incorporated by reference to the
section captioned "Descripton of Capital Stock" in the Registrant's Registration
Statement on Form S-1 (No. 333-48123), as such may be amended (including any
prospectus filed by the Registrant pursuant to Rule 424(b) promulgated under the
Securities Act of 1933, as amended).

ITEM 2.   EXHIBITS

     The exhibits to this registration statement are listed in the Exhibit
Index, which appears after the signature page and is incorporated herein by
reference.

 
                                   SIGNATURE
                                        
  Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.

                                    ANSWERTHINK CONSULTING GROUP, INC.


Date:  May 21, 1998                 By:  /s/ Ted A. Fernandez
                                        --------------------------------
                                      Ted A. Fernandez, President, Chief
                                      Executive Officer and Chairman

 
                                 EXHIBIT INDEX


Exhibit Number                     EXHIBIT
- --------------   -----------------------------------------------------
    3.1*         Second Amended and Restated Articles of Incorporation
                   of the Registrant
    3.2*         Form of Amended and Restated Bylaws of the Registrant
    4.1          Specimen Stock Certificate

_________________
*  Incorporated herein by reference to the exhibits of the same number in the
   Registrant's Registration Statement on Form S-1, as amended (No. 333-48123).

EX-4.1

 
                                                                     EXHIBIT 4.1

(LOGO TO COME)
A
ANSWERTHINK CONSULTING GROUP, INC.
COMMON STOCK
COMMON STOCK
INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA
CUSIP 036916 10 4
THIS CERTIFIES that

is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $0.001 PAR VALUE PER
SHARE, OF

ANSWERTHINK CONSULTING GROUP, INC. (the "Corporation") transferable on the books
of the Corporation by the owner hereof in person or by duly authorized attorney
upon surrender of this Certificate properly endorsed.

This Certificate and the shares represented hereby, are issued and shall be held
subject to all the provisions of the articles of incorporation of the
Corporation, and any amendments thereto.

This Certificate is not valid until countersigned and registered by the Transfer
Agent and Registrar.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed
by the facsimile seal of the Corporation and the facsimile signatures of its
duly authorized officers.

Dated:
COUNTERSIGNED AND REGISTERED:
BankBoston, N.A.
TRANSFER AGENT
AND REGISTRAR
BY:
AUTHORIZED OFFICER
Executive Vice President

President, Chief Executive Officer and Chairman