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. Long Term Incentive 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. Long Term Incentive 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. 333-104209) to register 1,000,000 shares of the Registrant’s Common Stock, par value $.001 per share (the “Common Stock”), issuable under the Hudson Highland Group, Inc. Long Term incentive Plan (the “Incentive Plan”).

        On February 18, 2004, the Board of Directors of the Registrant approved an amendment to the Incentive Plan to increase the number of shares of Common Stock available under the Incentive Plan from 1,000,000 to 1,500,000. At the Registrant’s 2004 Annual Meeting of Stockholders 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 Incentive Plan.

        Pursuant to General Instruction E of Form S-8, the contents of the Registrant’s Registration Statement on Form S-8 (Reg. No. 333-1104209), 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.



















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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. Long Term Incentive Plan, as amended. [Incorporated by reference to Annex B 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.


















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