8-K

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                     ---------------------------------------

                                    FORM 8-K


                             Current Report Pursuant
                          to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



                         Date of Report: March 23, 2000
                                         --------------


                         MARKETING SERVICES GROUP, INC.
                         ------------------------------
               (Exact name of Registrant as specified in charter)


         Nevada                     0-16730               88-0085608
         ------                     -------               ----------
     (State or other              (Commission          (I.R.S. Employer
     jurisdiction of               File No.)          Identification No.)
     incorporation)



                               333 Seventh Avenue
                            New York, New York 10001
                    (Address of Principal Executive Offices)


                                  917/339-7100
              (Registrant's telephone number, including area code)




Item 2. Acquisition or Disposition of Assets
- --------------------------------------------

On March 22, 2000,  we closed on an agreement to acquire all of the  outstanding
capital stock of Grizzard  Communications  Group ("Grizzard").  Grizzard and its
wholly owned subsidiaries  operate a vertically  integrated network of marketing
communications companies. Pursuant to an Agreement and Plan of Merger dated July
8, 1999,  as  amended,  we  acquired,  by merger,  all of the  capital  stock of
Grizzard from its current stockholders (the "Sellers").  In consideration of the
purchase,  the  Sellers  received an  aggregate  sum of  $100,000,000  including
$50,000,000  cash and an aggregate of 2,545,799  shares of Common Stock of MSGI,
par value $.01, valued at $19.64 per share.

A portion of the purchase price was financed by Paribas, part of the BNP Paribas
Group,  through a $58 million senior secured  credit  facility.  The facility is
comprised of a $13 million  revolving line of credit,  $40 million term loan and
$5 million LC commitment.  The credit facility expires March 31, 2005, and bears
interest at prime rate or LIBOR plus an  applicable  margin  raging from 1.5% to
2.5% for prime and 2.5% to 3.5% for LIBOR based on certain leverage ratios.  The
loans are  guaranteed by its non Internet  subsidiaries.  The revolving  line of
credit is limited to the lesser of the maximum  availability of $13 million or a
percentage of eligible receivables. The facility is subject to certain financial
and other covenants.



Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits
- ---------------------------------------------------------------------------

(a)   Financial statements of businesses acquired *

(b)   Pro forma financial information *

(c) The following documents are filed herewith as exhibits to this Form 8-K:

     2.1  Agreement  and Plan of Merger  dated as of July 8, 1999,  by and among
          the  Registrant,  a  wholly-owned  subsidiary  of the  Registrant  and
          Grizzard Advertising, Inc. **

     20.1 Press release of the Registrant dated July 14, 1999 **

     20.2 Press release of the Registrant dated March 23, 2000


* It is impractical  for MSGI to provide the required  financial  statements and
pro  forma  financial  information  as of the date  hereof.  MSGI  will file the
required financial statements and pro forma financial  information no later than
75 days after the date of this report.

**  Incorporated by reference from the  Registrant's  Current Report on Form 8-K
dated July 8, 1999.





                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                    MARKETING SERVICES GROUP, INC.

Date: April 6, 2000                       By: /s/ Cindy H. Hill
      -------------                           --------------------------
                                       Title: Chief Accounting Officer

EX-20

                                                                   Exhibit 20.2

   MSGi Achieves $200 Million in Annualized Revenue With Purchase Of Grizzard
                              Communications Group

      Management Team Expanded With Appointment of Chief Operating Officer

New York, NY - March 22, 2000 - Marketing  Services Group, Inc. (Nasdaq:  MSGI),
an Internet incubator and integrated  marketing services industry leader,  today
announced the closing of its  acquisition  of Grizzard  Communications  Group, a
vertically integrated network of marketing communications companies.  Concurrent
with the closing,  MSGi also announced the  appointments  of Michael D. Dzvonik,
Sylvia Estes and Jamie Karlin to the newly created  positions of Chief Operating
Officer,   Vice  President   Human   Resources  and  Vice  President   Corporate
Communications, respectively.


On July 14, 1999,  MSGi announced the definitive  agreement to acquire  Grizzard
Communications for approximately $100 million in cash and equity.  Paribas, part
of the BNP Paribas Group,  funded $58 million in senior debt financing  relating
to the acquisition  including a revolving credit  facility.  The shareholders of
Grizzard also received 2,545,825  registered shares of MSGi valued at $19.64 per
share, subject to SEC Rule 145 trading restrictions.

For  the   calendar   years  ending   December  31,  1998  and  1999,   Grizzard
Communications   Group  reported   revenue  of  $65  million  and  $80  million,
respectively,  and adjusted EBITDA of $14.4 million and $16.5 million.  With the
addition of Grizzard, and its TABS Direct and Brand Imagination businesses, MSGi
now owns and operates ten  subsidiaries  in addition to four  minority  Internet
investments.

"The Grizzard companies fully complement the core database marketing services of
MSGi  Direct  and  leverages  the  vast  online  marketing  capabilities  of the
company's  Internet  Group,"  commented  Jeremy  Barbera,   Chairman  and  Chief
Executive Officer of MSGi. "The extensive capabilities that MSGi now offers will
present the company with significant cross-selling opportunities, and will serve
in the best interest of our newly expanded base of more than 5,000 clients."

"We are very pleased to announce the  appointments  of Michael  Dzvonik,  Sylvia
Estes and Jamie Karlin.  With the expansion of MSGi Direct, it was imperative to
bring  a  very  seasoned  professional  to our  management  team.  As the  Chief
Operating  Officer of MSGi,  Mike  Dzvonik  brings  over 30 years of  integrated
marketing experience to the company and he will play a vital role in the ongoing
integration and future growth of MSGi Direct.  Additionally,  the appointment of
Mike  Dzvonik  will  permit  me  substantially  more  time to focus on  Internet
incubation  opportunities and evaluate  potential  monetization of the company's
Internet assets."

Mike Dzvonik,  Chief Operating  Officer of MSGi said,  "While our first day as a
consolidated  business officially began today, we have spent the past six months
integrating the cultures and capabilities of the two  organizations,  which will
benefit our clients as well as our shareholders."

Michael D. Dzvonik,  Chairman and Chief Executive Officer of Grizzard, has acted
as Grizzard's  Executive Vice President since 1985, was named President in 1994,
and was elected to his recent position in 1997. He serves as the Chairman of the
Board of Directors of the Mail Advertising  Service  Association (MASA) and is a
frequent speaker at Conferences and Postal Customer  Councils.  Mr. Dzvonik will
be principally responsible for the operations of MSGi Direct.

Sylvia Estes,  Vice President Human Resources,  joined Grizzard in 1986 and will
now manage the HR needs of MSGi and its more than 1,000 full time employees. Ms.
Estes will be  responsible  for fully  integrating  all HR  programs,  including
training, development,  benefits and compensation. From 1989 to 1990, she served
as the  President  of the Society of Human  Resources  Management,  Tara Chapter
(Atlanta) and has her accreditation as Senior Professional in human resources in
the Society's National organization (SHRM).

Jamie Karlin,  Director of Corporate  Communications for MSGi has been appointed
Vice President Corporate  Communications,  where she will be responsible for the
communication  strategy  development  and  implementation,  as  well  as  public
relations and investor  relations  for all wholly owned and minority  owned MSGi
businesses.

About MSGi

Marketing  Services  Group,  Inc.  is a leader in the  Internet  incubation  and
integrated  marketing  services  industries.  MSGi  revenues have grown from $16
million in fiscal 1996 to in excess of $200 million on an annualized  basis.  GE
Capital and CMGi are  significant  shareholders  of the Company,  with ownership
interests of 16% and 9%, respectively.


MSGi has two business  divisions,  The Internet Group and The Direct Group. MSGi
Direct provides integrated  marketing services across all mediums.  The Internet
Group's  primary  focus  is  WiredEmpire  and its  Marketing  Agent  technology,
providing  Internet  marketing,  e-commerce  applications,  Web  development and
hosting,  online  ad sales  and  consulting.  The  Group's  strategic  objective
continues to focus on acquiring, investing in and incubating Internet companies.
MSGi  Direct,  which will  continue to  leverage  the  synergies  across all its
companies in marketing and technology,  provides strategic  planning,  creative,
direct   marketing,   database   marketing   and   management,    telemarketing,
telefundraising, print production, mailing and media planning and buying.


Corporate  headquarters  are located at 333 Seventh  Ave.,  New York,  NY 10001.
Telephone:  917-339-7100.  Additional  information is available on the company's
Website: http://www.msginet.com.



Matters  discussed  in this  release  include  forward-looking  statements  that
involve risks and uncertainties, and actual results may be materially different.
Factors  that could cause actual  results to differ are stated in the  company's
reports to the  Securities  and Exchange  Commission  including its 10-Q for the
period ended  December 31, 1999 and the annual  report on Form 10-K for the year
ended June 30, 1999.



                                           # # #


Contact:
Jamie Karlin                              Morgen-Walke Associates
Marketing Services Group, Inc.            Cheryl Olson
917-339-7100                              Press: Eileen King
jamie@msginet.com                         212-850-5600