ASD GROUP INC
8-A12B, 1997-04-07
ENGINEERING SERVICES
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                                    FORM 8-A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

                        PURSUANT TO SECTION 12(B) OF THE

                         SECURITIES EXCHANGE ACT OF 1934


                                 ASD GROUP, INC.
             (Exact name of registrant as specified in its charter)


               DELAWARE                                14-1483460
        (State of Incorporation                     (I.R.S. Employer
           or organization)                        Identification No.)


              1 INDUSTRY STREET
            POUGHKEEPSIE, NEW YORK                        12603
(Address of principal executive offices)               (Zip Code)



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


          TITLE OF EACH CLASS             NAME OF EACH EXCHANGE ON WHICH
          TO BE SO REGISTERED             EACH CLASS IS TO BE REGISTERED

                 None                                  None


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

                                      NONE


<PAGE>



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

                  Reference is made to the description of the Registrant's
Common Stock in the sections entitled "Dividend Policy" and "Description of
Securities" contained in the Registrant's Registration Statement on Form SB-2
(Registration No. 333-7731) filed with the Securities and Exchange Commission on
July 8, 1996, as amended.

Item 2.           EXHIBITS.

                      3.1          Certificate of Incorporation(1)

                      3.2          Bylaws(1)

                      4.1          Specimen Certificate of Common Stock(1) 
- -------- 
(1) Incorporated by reference to the Exhibit of the same number included with
    the Registrant's Registration Statement on Form SB-2 (Registration No.
    333-7731) filed with the Securities and Exchange Commission July 8, 1996, as
    amended.


<PAGE>


                                   SIGNATURES

         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.

Dated:  April 4, 1997               ASD GROUP, INC.



                                    By:/S/ ROBERT LETTIERI
                                      ---------------------------
                                        Robert Lettieri,
                                        Chief Financial Officer



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