Registration No. 333-__________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


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


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

Delaware   59-3547281
(State or other jurisdiction of incorporation or organization)  (I.R.S. Employer Identification No.)

622 Third Avenue
New York, New York
  10017
(Address of principal executive offices) (Zip Code)

Hudson Highland Group, Inc. Employee Stock Purchase Plan
(Full title of the plan)



Latham Williams
Vice President, Legal Affairs and Administration,
Corporate Secretary
Hudson Highland Group, Inc.
10 South Wacker Drive, Suite 2600
Chicago, Illinois 60606
(312) 795-4216
Copy to:

Benjamin F. Garmer, III
Foley & Lardner LLP
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 271-2400
 (Name, address and telephone number, including area code, of agent for service)



CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered


Amount to be Registered (1)

Proposed Maximum
Offering Price Per Share

Proposed Maximum
Aggregate Offering Price

Amount of
Registration Fee

Common Stock, $.001 par value 500,000 shares $30.41 (2) $15,205,000 (2) $1,926.47

(1) Pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement also covers an indeterminate number of additional shares of Common Stock that may become issuable as a result of stock splits, stock dividends or similar transactions pursuant to the anti-dilution provisions of the Hudson Highland Group, Inc. Employee Stock Purchase Plan.
(2) Estimated pursuant to Rule 457(c) and (h) under the Securities Act of 1933 solely for the purpose of calculating the registration fee based on the average of the high and low prices for Hudson Highland Group, Inc. Common Stock on The Nasdaq National Market on June 24, 2004.





STATEMENT PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8

        On April 1, 2003, Hudson Highland Group, Inc. (the “Registrant”), filed a Registration Statement on Form S-8 (File No. 333-104212) to register 160,000 shares of the Registrant’s Common Stock, par value $.001 per share (the “Common Stock”), issuable under the Hudson Highland Group, Inc. Employee Stock Purchase Plan (the “Purchase Plan”).

        On February 18, 2004, the Board of Directors of the Registrant approved an amendment to the Purchase Plan to increase the number of shares of Common Stock available under the Purchase Plan from 160,000 to 660,000. At the Registrant’s 2004 Annual Meeting of Shareholders held on April 30, 2004, the stockholders of the Registrant approved this amendment. The purpose of this Registration Statement is to register 500,000 additional shares of the Common Stock in connection with the Purchase Plan.

        Pursuant to General Instruction E of Form S-8, the contents of the Registrant’s Registration Statement on Form S-8 (Reg. No. 333-104212), as amended by Post-Effective Amendment No. 1, including the documents incorporated by reference therein, are incorporated by reference into this Registration Statement.


PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.   Exhibits.

        The exhibits set forth in the accompanying Exhibit Index are filed (except where otherwise indicated) with this Registration Statement.



















2


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 New York, State of New York, on this day of June, 2004.

HUDSON HIGHLAND GROUP, INC.

By:    /s/  Jon F. Chait
Jon F. Chait
Chairman and Chief Executive Officer

        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/  Jon F. Chait


Chairman, Chief Executive Officer and

June 30, 2004
Jon F. Chait Director (Principal Executive Officer)


/s/  Richard W. Pehlke

Executive Vice President, Chief
Financial Officer and Director

June 30, 2004
Richard W. Pehlke (Principal Financial Officer)


/s/  Ralph L. O'Hara


Vice President, Controller (Principal

June 30, 2004
Ralph L. O'Hara Accounting Officer)

                       *

Director June 30, 2004
John J. Haley

                       *

Director June 30, 2004
Jennifer Laing

                       *

Director June 30, 2004
Nicholas G. Moore

                       *

Director June 30, 2004
David G. Offensend

                       *

Director June 30, 2004
René Schuster

*By:    /s/  Jon F. Chait
Jon F. Chait
Attorney-in-fact

S-1


EXHIBIT INDEX

Exhibit
Number

Exhibit Description

(4) Hudson Highland Group, Inc. Employee Stock Purchase Plan, as amended. [Incorporated by reference to Annex C to the Registrant's Definitive Proxy Statement on Schedule 14A filed on March 22, 2004 (File No. 000-50129)]

(5) Opinion of Foley & Lardner LLP.

(23.1) Consent of BDO Seidman, LLP.

(23.2) Consent of Foley & Lardner LLP (filed as part of Exhibit (5)).

(24) Powers of Attorney.



















E-1

EXHIBIT 5   


FOLEY & LARDNER LLP
ATTORNEYS AT LAW
777 EAST WISCONSIN AVENUE, SUITE 3800
MILWAUKEE, WISCONSIN 53202-5306
414.271.2400  TEL
414.297.4900  FAX
www.foley.com

  June 30, 2004          CLIENT/MATTER NUMBER
025294-0102

Hudson Highland Group, Inc.
622 Third Avenue
New York, New York 10017

Ladies and Gentlemen:

        We have acted as counsel for Hudson Highland Group, Inc., a Delaware corporation (the “Company”), in conjunction with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to 500,000 additional shares of the Company’s common stock, $.001 par value (the “Common Stock”), which may be issued pursuant to the Hudson Highland Group, Inc. Employee Stock Purchase Plan, as amended (the “Plan”).

        As such counsel, we have examined: (i) the Plan; (ii) the Registration Statement; (iii) the Company’s Restated Certificate of Incorporation and By-Laws, as amended to date; (iv) resolutions of the Company’s Board of Directors relating to the Plan and the issuance of securities thereunder; and (v) such other documents and records as we have deemed necessary to enable us to render this opinion.

        Based upon the foregoing, we are of the opinion that:

        1.        The Company is a corporation validly existing under the laws of the State of Delaware.

        2.        The shares of Common Stock, when issued by the Company pursuant to the terms and conditions of the Plan and as contemplated by the Registration Statement, will be validly issued, fully paid and nonassessable and no personal liability will attach to the ownership thereof.

        We consent to the use of this opinion as an exhibit to the Registration Statement. In giving our consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.

Very truly yours,

/s/ Foley & Lardner LLP






BRUSSELS
CHICAGO
DETROIT
JACKSONVILLE
LOS ANGELES
MADISON
MILWAUKEE
ORLANDO
SACRAMENTO
SAN DIEGO
SAN DIEGO/DEL MAR
SAN FRANCISCO
SILICON VALLEY
TALLAHASSEE
TAMPA
TOKYO
WASHINGTON, D.C.
WEST PALM BEACH


EXHIBIT 23.1  


Consent of Independent Registered Public Accounting Firm


Hudson Highland Group, Inc.
New York, New York


We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 5, 2004, relating to the consolidated financial statements and schedule of Hudson Highland Group, Inc. appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.


/s/ BDO Seidman, LLP

New York, New York
June 28, 2004















POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS, That I

John J. Haley

hereby constitute and appoint Jon F. Chait, Richard W. Pehlke and Latham Williams, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Hudson Highland Group, Inc. (the “Company”) to the Registration Statement on Form S-8 relating to the shares of common stock to be issued by the Company pursuant to the Hudson Highland Group, Inc. Employee Stock Purchase Plan, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney.

        WITNESS my hand this 21st day of May, 2004.




/s/  John J. Haley
John J. Haley








POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS, That I

Jennifer Laing

hereby constitute and appoint Jon F. Chait, Richard W. Pehlke and Latham Williams, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Hudson Highland Group, Inc. (the “Company”) to the Registration Statement on Form S-8 relating to the shares of common stock to be issued by the Company pursuant to the Hudson Highland Group, Inc. Employee Stock Purchase Plan, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney.

        WITNESS my hand this 21st day of May, 2004.




/s/  Jennifer Laing
Jennifer Laing








POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS, That I

Nicholas G. Moore

hereby constitute and appoint Jon F. Chait, Richard W. Pehlke and Latham Williams, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Hudson Highland Group, Inc. (the “Company”) to the Registration Statement on Form S-8 relating to the shares of common stock to be issued by the Company pursuant to the Hudson Highland Group, Inc. Employee Stock Purchase Plan, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney.

        WITNESS my hand this 21st day of May, 2004.




/s/  Nicholas G. Moore
Nicholas G. Moore








POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS, That I

David G. Offensend

hereby constitute and appoint Jon F. Chait, Richard W. Pehlke and Latham Williams, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Hudson Highland Group, Inc. (the “Company”) to the Registration Statement on Form S-8 relating to the shares of common stock to be issued by the Company pursuant to the Hudson Highland Group, Inc. Employee Stock Purchase Plan, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney.

        WITNESS my hand this 21st day of May, 2004.




/s/  David G. Offensend
David G. Offensend








POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS, That I

René Schuster

hereby constitute and appoint Jon F. Chait, Richard W. Pehlke and Latham Williams, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Hudson Highland Group, Inc. (the “Company”) to the Registration Statement on Form S-8 relating to the shares of common stock to be issued by the Company pursuant to the Hudson Highland Group, Inc. Employee Stock Purchase Plan, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney.

        WITNESS my hand this 21st day of May, 2004.




/s/  René Schuster
René Schuster