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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COMPLETE BUSINESS SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
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MICHIGAN 38-2606945
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

32605 West Twelve Mile Road
Suite 250
Farmington Hills, Michigan 48334
(Address of Principal Executive Offices) (Zip Code)

COMPLETE BUSINESS SOLUTIONS, INC.
1996 STOCK OPTION PLAN
(Full title of the plan)
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Rajendra B. Vattikuti
President and Chief Executive Officer
32605 West Twelve Mile Road
Suite 250
Farmington Hills, Michigan 48334
(248) 488-2088
(Name, address and telephone number, including area code, of agent for
services)
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Copy to:
Arthur Dudley, II., Esq.
Butzel Long
150 W. Jefferson, Ste. 900
Detroit, Michigan 48226-4430
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CALCULATION OF REGISTRATION FEE

Title of Securities Amount Proposed Maximum Proposed Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share (1) Offering Price (1) Fee(1)

Common Stock
(no par value) to 4,000,000 $27.56 $110,240,000 $32,538
be issued upon exercise
of options granted under
the 1996 Stock Option Plan

(1) Estimated in accordance with Rule 457(c) and (h) under the Securities
Act of 1933 on the basis of the average of the high and low prices of
the Common Stock as reported on the Nasdaq National Market on June 16,
1998.

The contents of the Registration Statement on Form S-8 (Registration
No. 333-35316) filed by Complete Business Solutions, Inc. (the
"Company") with the Securities and Exchange Commission on September 11,
1997 to register Common Stock to be issued pursuant to the Complete
Business Solutions, Inc. 1996 Stock Option Plan (the "Stock Option
Plan") are hereby incorporated herein by reference. This Registration
Statement is being filed to increase the number of shares registered
pursuant to the Stock Option Plan by 4,000,000 shares.

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I will be
sent or given, as requested, to plan participants in the Complete
Business Solutions, Inc. 1996 Stock Option Plan as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended. In accordance with
the instructions of Part I of Form S-8, such documents will not be
filed with the Securities and Exchange Commission either as part of
this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act. These documents
and the documents incorporated by reference pursuant to Item 3 of Part
II of this Registration Statement, taken together, constitute the
prospectus as required by Section 10(a) of the Securities Act of 1933.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents subsequently filed by Complete Business
Solutions, Inc., a Michigan corporation (the "Company"), with the Securities and
Exchange Commission (the "Commission") are incorporated by reference into this
Registration Statement:

(a) The Registration Statement on Form S-4 (Commission File No.
333-56355) that contains audited financial statements for the
Company's latest fiscal year for which such statement has been
filed.

(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998 (Commission File No. 0-22141).

(d) The Company's Registration Statement on Form S-8 (Commission
File No. 333-35316).

(e) The description of the Company's Common Stock which is
contained in the Form 8-A Registration Statement filed by the
Company with the Commission on February 14, 1997 (Commission
File No. 0-22141), including any amendment or report filed for
the purpose of updating such description; and

(f) All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act") , prior to the filing of the
post-effective amendment which indicates that all securities
offered have been sold or that deregisters all securities
remaining unsold, shall be deemed to be incorporated by
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reference herein and to be a part of this Registration
Statement from the date of the filing of such documents.

The documents incorporated by reference herein contain forward-looking
statements that involve risks and uncertainties. The Company's actual results
may differ significantly from the results discussed in the forward-looking
statements. Factors that might cause such a difference include, but are not
limited to, the risks identified in the respective documents incorporated by
reference.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interests of Named Experts and Counsel.

Not Applicable.

Item 6. Indemnification of Directors and Officers.

Sections 561 and 562 of the Michigan Business Corporation Act
authorize a corporation to indemnify directors and officers against expenses,
including attorneys' fees, judgments, penalties, fines and amounts paid in
settlement if the person acted in good faith and in a manner reasonably
believed to be in or not opposed to, the best-interest of the corporation or
its shareholders, and with respect to a criminal proceeding if the person had
no reasonable cause to believe his or her conduct was unlawful.

The Company's Bylaws require the Company to indemnify, to the full
extent permitted by law, every person who was or is a party, or is threatened to
be made a party to a threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative and whether
formal or informal, including actions by or in the right of the Corporation by
reason of the fact that they are a person who is or was a director, officer,
partner, trustee, employee or agent of the Company or another foreign or
domestic corporation, partnership, joint venture, trust or other enterprise,
whether for profit or not, serving or having served at the request of the
Company as a director or officer of another corporation in which the Company
owns shares of capital stock, or of which it is a creditor. Expenses that are
subject to indemnification include attorneys' fees, judgments, penalties, fines
and amounts paid in settlement incurred in connection with the action, suit or
proceeding. The right to indemnification is recognized by the Corporation as a
contract right.

If a claim is made by a party and not paid in full by the Corporation
within 30 days after a written claim has been received by the Corporation, the
claimant can at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be entitled to be paid also the expense of prosecuting such
claim. However, it shall be a defense to any such action that the claimant has
not met the standards of conduct which make it permissible under applicable law
for the Corporation to indemnify the claimant for the amount claimed.

Item 7. Exemption from Registration Claimed.

Not Applicable

Item 8. Exhibits.

Exhibit
Number Description
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4.1 The Company's Restated Articles of Incorporation
(incorporated herein by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-1 (Registration
Statement No. 333-18413)).

4.2 The Company's Amended and Restated Bylaws (incorporated
herein by reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-4 (Registration Statement
No. 333-36355)).

5.1 Opinion of Butzel Long as to the legality of the securities
being offered.

10.1 Complete Business Solutions, Inc. Amended 1996 Stock Option
Plan.

23.1 Consent of Arthur Andersen LLP, independent public
accountants.

23.2 Consent of Coopers & Lybrand L.L.P.

23.3 Consent of Deloitte & Touche LLP.

23.4 Consent of Butzel Long (included in Exhibit 5.1).

24.1 Power of Attorney (see page II-5).
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Item 9. Undertakings.

(a) The Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, a post-effective amendment to
this Registration Statement;

(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in this Registration Statement;

(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in this Registration Statement or any material
change to such information in this Registration Statement.

Provided, however, that the undertakings set forth in paragraphs (1)(i) and
(1)(ii) above do not apply if the registration statement is on Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act of 1934 that are incorporated by reference in this Registration
Statement.

(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offer of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(3) To remove from registration by means of post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(5) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issues.

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 Farmington Hills, State of Michigan on June 29,
1998.

COMPLETE BUSINESS SOLUTIONS, INC.

/s/ Rajendra B. Vattikuti
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By: Rajendra B. Vattikuti
President and Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Complete Business
Solutions, Inc. hereby severally constitute and appoint Rajendra B. Vattikuti
and Timothy S. Manney and each of them singly, our true and lawful attorneys
with full power to them, and each of them singly, to sign for us and in our
names in the capacities indicated below, the Registration Statement on Form S-8
filed herewith and any and all pre-effective and post-effective amendments to
said Registration Statement, and generally to do all such things in our names
and on our behalf in our capacities as officers and directors to enable Complete
Business Solutions, Inc. to comply with the provisions of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

SIGNATURE TITLE DATE

/s/ Rajendra B. Vattikuti President, Chief Executive June 29, 1998
- ---------------------------- Officer and Director
Rajendra B. Vattikuti (Principal Executive Officer)

/s/ Timothy S. Manney Executive Vice President June 29, 1998
- ---------------------------- Of Finance and Administration
Timothy S. Manney Treasurer and Director
(Principal Financial and
Accounting Officer)

/s/ Frank D. Stella Director June 29, 1998
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Frank D. Stella

/s/ Douglas S. Land Director June 29, 1998
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Douglas S. Land

/s/ John A. Stanley Director June 29, 1998
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John A. Stanley

Director June __, 1998
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Charles Costello

Director June __, 1998
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Ronald K. Machtley

EXHIBIT INDEX

EXHIBIT DESCRIPTION
NUMBER

4.1 The Company's Restated Articles of Incorporation (incorporated herein
by reference to Exhibit 3.1 to the Company's Registration Statement
on Form S-1 (Registration Statement No. 333-18413)).

4.2 The Company's Amended and Restated Bylaws (incorporated herein by
reference to Exhibit 3.2 to the Company's Registration Statement on
Form S-4 (Registration Statement No. 333-36355)).

5.1 Opinion of Butzel Long as to the legality of the securities being
offered.

10.1 Complete Business Solutions, Inc. Amended 1996 Stock Option Plan.

23.1 Consent of Arthur Andersen LLP, independent public accountants.

23.2 Consent of Coopers & Lybrand L.L.P.

23.3 Consent of Deloitte & Touche LLP.

23.4 Consent of Butzel Long (included in Exhibit 5.1).

24.1 Power of Attorney (see page II-5).
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