FORM 8-A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                            COMPLETE MANAGEMENT, INC.
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             (Exact name of registrant as specified in its charter)



If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant to
General Instruction A(c)(2) please check the following box. [ ]


                  New York                                      11-3149119
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    (State of incorporation or organization)                (I.R.S. Employer
                                                           Identification No.)


        254 West 31st Street, New York, New York                    10001
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     (Address of principal executive office)                      (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

          %  Convertible Subordinated                 American Stock Exchange

Debentures Due 2003___________                       ______________________



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

                                      NONE
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                                (Title of Class)






Item 1. Description of Registrant's Securities to be Registered.

     The description of securities required by this Item is contained in the
registration statement of the Registrant on Form S-1, File No. 333-4262, filed
with the Securities and Exchange Commission on May 1, 1996, and is incorporated
herein by reference to such filing. See "Description of Debentures."

Item 2. Exhibits

         The following exhibits required to be filed by this item are either
filed herewith, or, pursuant to Rule 12b-32 of the Act, incorporated herein by
reference to the exhibits filed by the registrant with its registration
statements:

     (a)  Specimen copy of the Common Stock Certificate (Exhibit 4.1 to the
          Registration Statement on Form S-1 No. 33-97894).

     (b)  Specimen copy of the Debenture Certificate. (Exhibit 4,4 to the
          Registration Statement on Form S-1, No. 333-4262)

     (c)  Copies of all constituent instruments defining the rights of the
          holders of the Debentures and the Common Stock:

          (i)  Certificate of Incorporation (Exhibit 3.1 to the Registration
               Statement on Form S-1 No. 33-97894);

          (ii) Certificate of Amendment to the Certificate of Incorporation
               (Exhibit 3.2 to the Registration Statement on Form S-1 No.
               33-97894);

          (iii) By-Laws (Exhibit 3.3 to the Registration Statement on Form S-1
               No. 33-97894);

          (iv) Shareholders Agreement among Steven Rabinovici, Lawrence W.
               Shields, Marie Graziosi, David Jacaruso and Dennis Shields
               (Exhibit 10.1 to the Registration Statement on Form S-1 No.
               33-97894);

          (v)  Indenture (Exhibit 4.3 to the Registration Statement on Form S-1,
               File No. 333-4262).


     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: June 3, 1996

                                        COMPLETE MANAGEMENT, INC.


                                   By:  /s/ Steven Rabinovici
                                        Steven Rabinovici,
                                        Chairman and Chief Executive Officer