content: <PAGE>   1
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 25, 1997
                                                        REGISTRATION NO. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       Under
                             THE SECURITIES ACT OF 1933
                            SOURCE SERVICES CORPORATION
               (Exact name of registrant as specified in its charter)
  
               DELAWARE                                           36-2690960
     (State or other jurisdiction                               (IRS Employer
  of incorporation or organization)                         Identification Number)
  
                 5580 LBJ FREEWAY, SUITE 300, DALLAS, TEXAS  75240
            (Address of Principal Executive Offices including Zip Code)
  
                 1994 DIRECTOR INCENTIVE STOCK OPTION BONUS PROGRAM
                 1995 DIRECTOR INCENTIVE STOCK OPTION BONUS PROGRAM
    SOURCE SERVICES CORPORATION 1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                SOURCE SERVICES CORPORATION 1996 STOCK OPTION PLAN
                               (Full title of plans)
  
                                    D. LES WARD
                       PRESIDENT AND CHIEF EXECUTIVE OFFICER
                            SOURCE SERVICES CORPORATION
                 5580 LBJ FREEWAY, SUITE 300, DALLAS, TEXAS  75240
                                   (972) 385-3002
             (Name, address and telephone number of agent for service)
  
                                  WITH A COPY TO:
                                  David J. Kaufman
                               KATTEN MUCHIN & ZAVIS
                         525 WEST MONROE STREET, SUITE 1600
                              CHICAGO, ILLINOIS 60661
                                   (312) 902-5200
  
  <TABLE>
  <CAPTION>
  ===========================================================================================================================
                                           CALCULATION OF REGISTRATION FEE
  ===========================================================================================================================
                                                                                             Proposed
                                                                   Proposed Maximum          Maximum
          Title of Securities                  Amount to be         Offering Price           Aggregate          Amount of
           to be Registered                     Registered             Per Share          Offering Price     Registration Fee
  ---------------------------------------------------------------------------------------------------------------------------
  <S>                                        <C>                    <C>                     <C>                 <C>
  Common Stock, $.02 par value  . . . .        43,500 shares (1)      $ 8.07(2)             $   351,045          $  106
  ---------------------------------------------------------------------------------------------------------------------------
  Common Stock, $.02 par value  . . . .       429,250 shares (3)    See footnote 4 below    $ 5,619,215(5)       $1,703
  ---------------------------------------------------------------------------------------------------------------------------
  Common Stock, $.02 par value  . . . .       644,250 shares (6)      $24.75(7)             $15,945,188          $4,832
  ---------------------------------------------------------------------------------------------------------------------------
    TOTAL:                                  1,117,000                                       $21,915,448          $6,641
  ===========================================================================================================================
  </TABLE>
  
  (1) This subtotal represents the number of shares previously issued to the
      selling stockholders that are to be registered and offered by them.
  (2) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
      solely for the purpose of calculating the total registration fee.
      Computation based on the fair market value of the shares on the date the
      selling stockholders received the shares, the fair market value of the
      shares having been calculated on of December 31, 1995, prior to the
      Company's initial public offering.
  (3) This subtotal represents the sum of shares issuable upon exercise of
      options that have previously been granted under the 1994 Director Incentive
      Stock Option Bonus Program, the 1995 Director Incentive Stock Option Bonus
      Program, the Source Services Corporation 1996 Non-Employee Directors Stock
      Option Program and the Source Services Corporation 1996 Stock Option
      Program.  Of the total 429,250 shares that will be issuable upon the
      exercise of such options, 14,500 shares at the price of $1.67 per share
      will be issuable upon exercise of options granted under the 1994 Director
      Incentive Stock Option Bonus Program, 29,000 shares at the price of $3.50
      per share will be issuable upon the exercise of options granted under the
      1995 Director Incentive Stock Option Bonus Program, 6,000 shares at the
      price of $20.75 per share and 6,000 shares at the price of $14.00 per share
      will be issuable upon exercise of options granted under the Source Services
      Corporation 1996 Non-Employee Directors Stock Option Plan, 358,750 shares
      at the price of $14.00 and 15,000 shares at the price of $17.50 will be
      issuable upon exercise of options granted under the Source Services
      Corporation 1996 Stock Option Plan as of the date of this Registration
      Statement.
  (4) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
      solely for the purpose of calculating the total registration fee.
      Computation based on the exercise price at which the options outstanding,
      whose exercise will result in the issuance of the shares being registered,
      may be exercised.
  (5) Computed in accordance with Rule 457(h) based on the aggregate exercise
      price for all presently outstanding options whose exercise will result in
      the issuance of shares being registered.
  (6) This subtotal represents the sum of shares issuable upon exercise of
      options that have not been granted yet under the Source Services
      Corporation 1996 Stock Option Plan and the Source Services Corporation 1996
      Non-Employee Director Plan as of the date of this Registration Statement.
      Of the total 644,250 shares that will be issuable upon the exercise of such
      options to be granted in the future, 626,250 shares will be issuable upon
      exercise of options to be granted in the future under the 1996 Stock Option
      Plan and 18,000 shares will be issuable upon exercise of options to be
      granted under the Non-Employee Director's Stock Option Plan.
  (7) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
      solely for the purpose of calculating the total registration fee.
      Computation based upon the closing price of the Common Stock as reported in
      The Nasdaq National Market on June 18, 1997.
  ================================================================================
  <PAGE>   2
                                       PART I
  
                       INFORMATION REQUIRED IN THE PROSPECTUS
  
           The information called for in Part I of Form S-8 is currently included
  in the prospectus for the Source Services Corporation 1996 Stock Option Plan
  the Source Services Corporation 1996 Non-Employee Directors Stock Option Plan,
  the 1995 Director Incentive Stock Option Bonus Program and the 1994 Director
  Incentive Stock Option Bonus Program (collectively, the "Plans"), and is not
  being filed with or included in this Form S-8 in accordance with the rules and
  regulations of the Securities and Exchange Commission (the "SEC").
  
           The Form S-8 has one form of prospectus.  The prospectus is to be used
  for reoffers and resales of the Company's Common Stock acquired by certain
  individuals who are participants in the 1994 Director Incentive Stock Option
  Bonus Program. This Prospectus has been prepared in accordance with the
  requirements of Form S-3, as required by the conditions specified in General
  Instructions C to Form S-8.
  <PAGE>   3
                            SOURCE SERVICES CORPORATION
  
                           43,500 SHARES OF COMMON STOCK
  
                                  5580 LBJ FREEWAY
                                     SUITE 300
                                DALLAS, TEXAS  75240
                                   (972) 385-3002
  
           This Prospectus relates to up to 43,500 shares (the "Shares") of
  common stock, par value $.02 per share (the "Common Stock") of Source Services
  Corporation (the "Company"), which may be offered by the Selling Security
  Holders (as hereinafter defined) listed herein under the caption "Selling
  Security Holders."  All 43,500 Shares were acquired by certain individuals who
  are participants in the 1994 Director Incentive Stock Option Bonus Program.
  
           The 43,500 Shares covered by this Prospectus may be offered by the
  Selling Security Holder  from time to time in transactions on the Nasdaq Stock
  Market ("Nasdaq"), at prices and terms then obtainable, through negotiated
  transactions at negotiated prices, or through underwriters, broker-dealers or
  otherwise; however, there is no commitment to sell any of these Shares.  The
  amount of Shares offered will be determined from time to time by each Selling
  Security Holder at his sole discretion.  The Company will not receive any part
  of the proceeds of any sales.  Any brokers' commissions, discounts, or other
  underwriters' compensation will be paid by the Selling Security Holder.  None
  of the Shares offered pursuant to this Prospectus has been registered prior to
  the filing of the Registration Statement of which this Prospectus is a part.
  
           The Selling Security Holders, and the broker-dealers through whom
  sales may be made, may, the Company not so conceding, be deemed to be
  underwriters under the Securities Act of 1933 (the "Securities Act"), and any
  commissions paid or any discounts or concessions allowed to such broker-dealers
  may be underwriting discounts and commissions under the Securities Act.
  
           The Company's Common Stock is traded on Nasdaq.  On June 24, 1997, the
  closing price of the Common Stock on Nasdaq was $28.50 per Share.
  
  
  
  
  
      THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
           AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
              HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
               SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADE-
                   QUACY OF THIS PROSPECTUS.  ANY REPRESENTATION
                       TO THE CONTRARY IS A CRIMINAL OFFENSE.
  
  
                    The date of this Prospectus is June 25, 1997
  
  
  
  
  
                                         1
  <PAGE>   4
                                 TABLE OF CONTENTS
  
  <TABLE>
  <CAPTION>
                                                                            PAGE
                                                                            ----
  <S>                                                                        <C>
  Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
                                                                            
  Selling Security Holders  . . . . . . . . . . . . . . . . . . . . . . . . . 4
                                                                            
  Plan of Distribution  . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
                                                                            
  Description of Common Stock . . . . . . . . . . . . . . . . . . . . . . . . 5
                                                                            
  Incorporation of Certain Documents by Reference . . . . . . . . . . . . . . 5
                                                                            
  Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
  </TABLE>
  
  
           No person is authorized to give any information or to make any
  representations, other than those contained in this Prospectus, in connection
  with the offering described herein, and, if given or made, such information or
  representations must not be relied upon as having been authorized by the
  Company or the Selling Stockholders.  This Prospectus does not constitute an
  offer to sell, or a solicitation of an offer to buy, nor shall there be any
  sale of these securities by any person in any jurisdiction in which it is
  unlawful for such person to make such offer, solicitation or sale.  Neither the
  delivery of this Prospectus nor any sale made hereunder shall under any
  circumstances create an implication that the information contained herein is
  correct as of any time subsequent to the date hereof.
  
  
  
  
  
                                         2
  <PAGE>   5
                               AVAILABLE INFORMATION
  
           The Company is subject to the informational requirements of the
  Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and in
  accordance therewith, files reports and other information with the Securities
  and Exchange Commission (the "Commission").  Such reports and other information
  can be inspected and copied at the public reference facilities maintained by
  the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
  Washington, D.C. 20549, and are also available for inspection and copying at
  the following regional offices at the Commission:  Seven World Trade Center,
  13th Floor, New York, New York 10048; and Citicorp Center, 500 West Madison
  Street, Suite 1400, Chicago, Illinois 60661-2511.  Copies of such material can
  also be obtained at prescribed rates by mail addressed to the Public Reference
  Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
  Washington, D.C. 20549.
  
           The Company has filed a Registration Statement on Form S-8 (the
  "Registration Statement") under the Securities Act with the Commission with
  respect to the securities offered hereby.  As permitted  by the rules and
  regulations of the Commission, this Prospectus omits certain information
  contained in the Registration Statement.  The Registration Statement, including
  the exhibits and schedules thereto, may be inspected and copied in the manner
  and at the sources described above.
  
           The Company was incorporated in Delaware in 1969.  Its principal
  executive offices are located at 5580 LBJ Freeway, Suite 300, Dallas, Texas
  75240 and its telephone number is (972) 385-3002.  The Common Stock of the
  Company is traded on Nasdaq and is quoted under the symbol "SRSV."
  
  
  
  
  
                                         3
  <PAGE>   6
                              SELLING SECURITY HOLDERS
  
           The following table sets forth, as of June 1, 1997, certain
  information regarding the beneficial ownership of the outstanding Common Stock
  by each Selling Security Holder, both before the offering of the Shares and as
  adjusted to reflect the sale of the Shares.  Each person named in the following
  table is currently a director of the Company and has, to the knowledge of the
  Company, sole voting and investment power with respect to the Shares
  beneficially owned, except as described below.
  
  <TABLE>
  <CAPTION>
                                                                                              Beneficial
                                                                                            Ownership After
                                                                                              Offering(2)
                                                       Beneficially         Number of    ---------------------
                                                       Owned Prior        Shares Being    Number of
          Name of Selling Security Holder              to Offering         Offered(1)      Shares     Percent
  -------------------------------------------------   --------------     --------------  ----------- ---------                    
  <S>                                                      <C>               <C>             <C>         <C>
  Adrian Alter (3)(4) . . . . . . . . . . . . .            15,800            14,500           1,300      *
  Paul M. Bass, Jr. (3)(4)  . . . . . . . . . .            15,500            14,500           1,000      *
  Wayne D. Emigh (3)(4) . . . . . . . . . . . .            36,333            14,500          21,833      *
  </TABLE>
  
  
  
  --------------------
  
  *  less than 1%.
  
  (1)   Represents the maximum number of Shares that may be sold by each Selling
        Security Holder pursuant to this Prospectus.
  (2)   Assumes the Selling Security Holders sell all of their Shares pursuant to
        this Prospectus.  The Selling Security Holders may sell all or part of
        their Shares.
  (3)   Shares beneficially owned includes shares of Common Stock subject to
        options exercisable within 60 days as follows:  Messrs. Alter, Bass and
        Emigh -- 1,000 each.
  (4)   Shares beneficially owned includes 14,500 shares of Common Stock held in
        the Adrian and Sue Alter Family Trust and 300 shares of Common Stock held
        by Sue Alter; 35,333 shares of Common Stock held in the Wayne D. and
        Glenda L.  Emigh Family Trust; and 14,500 shares of Common Stock held in
        the Bass Family Trust.  Under the rules and regulations of the Securities
        and Exchange Commission, Messrs. Alter, Emigh and Bass may not be deemed
        the beneficial owner of such shares.
  
  
  
  
  
                                         4
  <PAGE>   7
                                PLAN OF DISTRIBUTION
  
           The Company will receive no proceeds from this offering.  The Shares
  offered hereby may be sold by the Selling Security Holder acting as principal
  for his own account through market transactions on Nasdaq, in one or more
  negotiated transactions at negotiated prices, or otherwise.  The sale of Shares
  may be offered to or through underwriters, brokers or dealers, and such
  underwriters, brokers or dealers may receive compensation in the form of
  underwriting discounts, commissions or concessions from the Selling Security
  Holder and/or the purchasers of the Shares for whom they act as agent.  The
  Selling Security Holder and any underwriters, brokers or dealers that
  participate in the distribution of the Shares may, the Company not so
  conceding, be deemed to be underwriters and any compensation received by them
  and any provided pursuant to the sale of the Shares by them might be deemed to
  be underwriting discounts and commissions under the Shares Act.   In order to
  comply with certain states' securities laws, if applicable, the Shares will be
  sold in such jurisdictions only through registered or licensed brokers or
  dealers.  In addition, in certain states the Shares may not be sold unless the
  Shares have been registered or qualified for sale in such state or an exemption
  from registration or qualification is available and is complied with.
  
           Any Shares covered by this Prospectus which qualify for sale pursuant
  to Rule 144 under the Securities Act may be sold under that Rule rather than
  pursuant to this Prospectus.
  
           There can be no assurances that the Selling Stockholders will sell any
  or all of the Shares offered hereunder.
  
  
                            DESCRIPTION OF COMMON STOCK
  
           The Shares offered hereby are shares of Common Stock, $.02 par value,
  of the Company.  Holders of Common Stock are entitled to one vote per share, to
  receive dividends when and if declared by the Board of Directors and to share
  ratably in the assets of the Company legally available for distribution to its
  stockholders in the event of liquidation.  Holders of Common Stock have no
  preemptive, subscription, redemption or conversion rights.  All outstanding
  shares of Common Stock are duly authorized, fully paid and nonassessable.  The
  holders of Common Stock do not have cumulative voting rights.  The holders of a
  majority of the shares of Common Stock can elect all the directors and can
  control the management and affairs of the Company.  While the Board of
  Directors has authority, within certain limitations, to issue shares of
  Preferred Stock which would have one or more preferences over the Common Stock,
  no Preferred Stock is currently outstanding and the Company has no present
  plans to issue any Preferred Stock.
  
  
                  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
           The following documents heretofore filed with the Commission by the
  Company are incorporated in this Prospectus by reference:
  
           1.      The Company's Annual Report on Form 10-K for the fiscal year
                   ended December 29, 1996;
  
           2.      The Company's Current Report on Form 8-K, dated May 30, 1997;
  
           3.      The Company's Quarterly Report on Form 10-Q for the quarter
                   ended March 30, 1997; and
  
  
  
  
  
                                         5
  <PAGE>   8
           4.      The description of the Common Stock contained in the Company's
                   Registration Statement on Form 8-A filed July 29, 1996
                   pursuant to Section 12 of the Exchange Act, including any
                   subsequent amendments thereto and any reports filed for the
                   purpose of updating such descriptions.
  
           5.      The description of the Company's preferred stock purchase
                   rights contained in the Company's Registration Statement on
                   Form 8-A filed June 5, 1997 pursuant to Section 12 of the
                   Exchange Act and all amendments thereto and reports filed for
                   the purpose of updating such descriptions.
  
           In addition, all documents filed by the Company pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this
  Prospectus and prior to the filing of a post-effective amendment to the
  Registration Statement, of which this Prospectus forms a part, which indicates
  that all securities offered hereby have been sold or which deregisters all such
  securities then remaining unsold, shall be deemed to be incorporated in this
  Prospectus by reference and to be a part hereof from the date of filing of such
  documents.  Any statement contained in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this Prospectus to the extent that a statement contained herein
  or in any subsequently filed document which also is or is deemed to be
  incorporated by reference herein modifies or supersedes such statement.
  
           The Company hereby undertakes to provide without charge to each person
  to whom a copy of this Prospectus is delivered, upon written or oral request of
  any such person, a copy of any and all of the information that has been or may
  be incorporated by reference in this Prospectus, other than exhibits to such
  documents (unless such exhibits are specifically incorporated by reference
  herein).  Requests for such copies should be directed to the Chief Financial
  Officer, Source Services Corporation, 5580 LBJ Freeway, Suite 300, Dallas,
  Texas 75240.  The Company's telephone number is (972) 385-3002.
  
  
                                   LEGAL MATTERS
  
           Certain legal matters with respect to the validity of the Common Stock
  offered hereby have been passed upon for the Company by Katten Muchin & Zavis,
  a partnership including professional corporations, Chicago, Illinois.
  
  
  
  
  
                                         6
  <PAGE>   9
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
           ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents heretofore filed with the SEC by the Company
  are incorporated in this Registration Statement by reference:
  
           1.      The Company's Annual Report on Form 10-K for the fiscal year
                   ended December 29, 1996;
  
           2.      The Company's Current Report on Form 8-K, dated May 30, 1997;
  
           3.      The Company's Quarterly Reports on Form 10-Q for the quarter
                   ended March 30, 1997; 
  
           4.      The description of the Company's Common Stock, $.02 par value
                   (the "Common Stock"),  contained in the Company's Registration
                   Statement on Form 8-A filed July 29, 1996 pursuant to Section
                   12 of the Exchange Act, including any subsequent amendments
                   thereto and any reports filed for the purpose of updating such
                   descriptions; and
  
           5.      The description of the Company's preferred stock purchase
                   rights contained in the Company's Registration Statement on
                   Form 8-A filed June 5, 1997 pursuant to Section 12 of the
                   Exchange Act and all amendments thereto and reports filed for
                   the purpose of updating such descriptions.
  
           In addition, all documents filed by the Company pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this
  Registration Statement and prior to the filing of a post-effective amendment
  which indicates that all securities offered hereby have been sold or which
  deregisters all such securities then remaining unsold, shall be deemed to be
  incorporated in this Registration Statement by reference and to be a part
  hereof from the date of filing of such documents.  Any statement contained in a
  document incorporated or deemed to be incorporated by reference herein shall be
  deemed to be modified or superseded for purposes of this Registration Statement
  to the extent that a statement contained herein or in any subsequently filed
  document which also is or is deemed to be incorporated by reference herein
  modifies or supersedes such statement.
  
  
  ITEM 4.   DESCRIPTION OF SECURITIES.
  
           Not Applicable.
  
  
  ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not Applicable.
  
  
  ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Article XIII of the Company's Restated Certificate of Incorporation,
  and Article VI of the Company's Amended and Restated ByLaws, provide that the
  Company is generally required to indemnify its directors and officers for all
  judgments, fines, settlements, legal fees and other expenses incurred in
  connection with pending or threatened legal proceedings because of the
  director's or officer's position
  
  
  
  
  
                                        II-1
  <PAGE>   10
  with the Company or another entity that the director or officer serves at the
  Company's request, subject to certain conditions, and to advance funds to its
  directors and officers to enable them to defend against such proceedings.  To
  receive indemnification, the director or officer must have been successful in
  the legal proceeding or acted in good faith and in what was reasonably believe
  to be a lawful manner and in the Company's best interest.  The affirmative vote
  of the holders of two-thirds or more of the outstanding voting stock of the
  Company will be required to amend this provision.  The Company has entered into
  indemnity agreements with each of its directors and officers.  These agreements
  may require the Company, among other things, to indemnify such directors
  against certain liabilities that may arise by reason of their status or service
  as directors, to advance expenses to them as they are incurred, provided that
  they undertake to repay the amount advanced if it is ultimately determined by a
  court that they are not entitled to indemnification and to obtain directors'
  liability insurance if available on reasonable terms.
  
           In addition, Article XII of the Company's Restated Certificate of
  Incorporation provides that a director of the Company shall not be personally
  liable to the Company or its stockholders for monetary damages for breach of
  his or her fiduciary duty as a director, except for liability (i) for any
  breach of the director's duty of loyalty to the Company or its stockholders,
  (ii) for acts or omissions not in good faith or which involve intentional
  misconduct or a knowing violation of law, (iii) for willful or negligent
  conduct in paying dividends or repurchasing stock out of other than lawfully
  available funds or (iv) for any transaction from which the director derives an
  improper personal benefit.
  
           Reference is made to Section 145 of the General Corporation Law of the
  State of Delaware which provides for indemnification of directors and officers
  in certain circumstances.
  
           The Company has obtained a directors' and officers' liability
  insurance policy which entitles the Company to be reimbursed for certain
  indemnity payments it is required or permitted to make to its directors and
  officers.
  
  
  ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not Applicable.
  
  
  ITEM 8.   EXHIBITS.
  
          4.1*     Restated Certificate of Incorporation of the Company,
                   incorporated by reference to Exhibit 3.1 to the Company's
                   Registration Statement on Form S-1, as amended, File Number
                   33-4691 (the "IPO Registration Statement").
           
          4.2*     Amended and Restated By-laws of the Company, incorporated by
                   reference to Exhibit 3.2 to the IPO Registration Statement.
           
          4.3*     Source Services Corporation 1996 Stock Option Plan,
                   incorporated by reference to Exhibit 10.2 to the IPO
                   Registration Statement.
           
          4.4*     Source Services Corporation 1996 Non-Employee Directors Stock
                   Option Plan, incorporated by reference to Exhibit 10.5 to the
                   IPO Registration Statement.
           
          4.5      1994 Director Incentive Stock Option Bonus Program.
           
          4.6      1995 Director Incentive Stock Option Bonus Program.
  
  
  
  
  
                                        II-2
  <PAGE>   11
          4.7*     Form of Director Incentive Stock Option Bonus Agreement,
                   incorporated by reference to Exhibit 10.9 to the IPO
                   Registration Statement.
  
          5        Opinion of Katten Muchin & Zavis as to the legality of the
                   shares of common stock being offered under the Plan.
  
         23.1      Consent of Price Waterhouse LLP, independent accountants.
  
         23.2      Consent of Katten Muchin & Zavis (contained in their opinion
                   filed as Exhibit 5).
  
         24        Power of Attorney (included on the signature page of this
                   Registration Statement).
  
  --------------------
  
  *   Incorporated herein by reference.
  
  
  
  
  
                                        II-3
  <PAGE>   12
  ITEM 9.  UNDERTAKINGS.
  
           1.      The Company hereby undertakes:
  
                   (a)      To file, during any period in which offers or sales
           are being made, 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 the 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 the
                   Registration Statement;
  
                            (iii)   To include any material information with
                   respect to the plan of distribution required to be but not
                   previously disclosed in the Registration Statement or any
                   material change to such information in the Registration
                   Statement;
  
           provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if
           the information required to be included in a post-effective amendment
           by those paragraphs is contained in periodic reports filed by the
           registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
           that are incorporated by reference in the Registration Statement.
  
                   (b)      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 offering of such securities at
           that time shall be deemed to be the initial bona fide offering
           thereof.
  
                   (c)      To remove from registration by means of a
           post-effective amendment any of the securities being registered which
           remain unsold at the termination of the offering.
  
           2.      The Company hereby undertakes that, for the purpose of
  determining any liability under the Securities Act, each such post-effective
  amendment and each filing of the Company's annual report pursuant to Section
  13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing
  of an employee benefit plan's annual report pursuant to Section 15(d) of the
  Exchange Act) 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.
  
           3.      Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Company pursuant to the foregoing provisions, or otherwise, the Company
  has been advised that in the opinion of the SEC such indemnification is against
  public policy as expressed in the Securities Act and is, therefore,
  unenforceable.  In the event that a claim for indemnification against such
  liabilities (other than the payment by the Company of expenses incurred or paid
  by a director, officer or controlling person of the Company 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 Company 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 Securities Act and will be governed by the final
  adjudication of such issue.
  
  
  
  
  
                                        II-4
  <PAGE>   13
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe 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 Dallas, State of Texas, on this 25th day of June,
  1997.
  
  
  
                                         SOURCE SERVICES CORPORATION
                                         
                                         By:     /s/ D. LES WARD   
                                                 --------------------------------
                                                 D. Les Ward
                                                 President and Chief Executive 
                                                 Officer
                                         
  
                                 POWER OF ATTORNEY
  
           Each person whose signature appears below hereby constitutes and
  appoints D. Les Ward and Richard M. Dupont and, each of them, his true and
  lawful attorneys-in-fact and agents, with full power of substitution and
  revocation, to sign on his behalf, individually and in each capacity stated
  below, all amendments and post-effective amendments to this Registration
  Statement on Form S-8 and to file the same, with all exhibits thereto and any
  other documents in connection therewith, with the Securities and Exchange
  Commission under the Securities Act of 1933, granting unto each such
  attorney-in-fact and agent 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 each act that said attorney-in-fact
  and agent may lawfully do or cause to be done by virtue thereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities indicated on June 25, 1997.
  
  <TABLE>
  <CAPTION>
                    SIGNATURE                                                  TITLE
  -----------------------------------------          -------------------------------------------------------
              <S>                                    <C>
                 /s/ D. LES WARD                     Chief Executive Officer, President and Director
  -----------------------------------------          (Chief Executive Officer)
                   D. Les Ward                                                
                                                                              
              /s/ RICHARD M. DUPONT                  Vice President, Chief Financial Officer and Secretary
  -----------------------------------------          (Chief Financial Officer and Accounting Officer)
                Richard M. Dupont                                                                    
                                                                                                     
                /s/ JOHN N. ALLRED
  -----------------------------------------     
                  John N. Allred                     Director
                                                             
                 /s/ ADRIAN ALTER
  -----------------------------------------     
                   Adrian Alter                      Director
                                                             
              /s/ PAUL M. BASS, JR.
  -----------------------------------------     
                Paul M. Bass, Jr.                    Director
  
                /s/ WAYNE D. EMIGH
  -----------------------------------------     
                  Wayne D. Emigh                     Director
  
               /s/ JOHN G. SIFONIS
  -----------------------------------------     
                 John G. Sifonis                     Director
  
               
  -----------------------------------------     
                 Karl A. Vogeler                     Director
                                                             
  </TABLE>
  
  
  
  
  
                                        II-5
  <PAGE>   14
                                   EXHIBIT INDEX
  
  
  <TABLE>
  <CAPTION>
                                                                                                     SEQUENTIAL 
   EXHIBIT                                                                                              PAGE
   NUMBER                                          DESCRIPTION                                         NUMBER
  -----------  ------------------------------------------------------------------------------------- -----------
    <S>        <C>
      4.5      1994 Director Incentive Stock Option Bonus Program.
  
      4.6      1995 Director Incentive Stock Option Bonus Program.
  
      5        Opinion  of Katten Muchin & Zavis as to the  legality of the shares of common stock
               being offered under the Plan.
  
    23.1       Consent of Price Waterhouse LLP, independent accountants.
  </TABLE>
  
  
  
  
  
                                        II-6
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 40165}]
metadata_filer: {"company-data": {"conformed-name": "SOURCE SERVICES CORP", "cik": "0001014982", "assigned-sic": "7363", "irs-number": "362690960", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30019", "film-number": "97629659"}, "business-address": {"street1": "5580 LBJ FREEWAY", "street2": "STE 300", "city": "DALLAS", "state": "TX", "zip": "75240", "phone": "2143853002"}, "mail-address": {"street1": "5580 LBJ FREEWAY", "street2": "STE 300", "city": "DALLAS", "state": "TX", "zip": "75380"}}
text: 1
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 25, 1997
                                                        REGISTRATION NO. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       Under
                             THE SECURITIES ACT OF 1933
                            SOURCE SERVICES CORPORATION
               (Exact name of registrant as specified in its charter)
  
               DELAWARE                                           36-2690960
     (State or other jurisdiction                               (IRS Employer
  of incorporation or organization)                         Identification Number)
  
                 5580 LBJ FREEWAY, SUITE 300, DALLAS, TEXAS  75240
            (Address of Principal Executive Offices including Zip Code)
  
                 1994 DIRECTOR INCENTIVE STOCK OPTION BONUS PROGRAM
                 1995 DIRECTOR INCENTIVE STOCK OPTION BONUS PROGRAM
    SOURCE SERVICES CORPORATION 1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                SOURCE SERVICES CORPORATION 1996 STOCK OPTION PLAN
                               (Full title of plans)
  
                                    D. LES WARD
                       PRESIDENT AND CHIEF EXECUTIVE OFFICER
                            SOURCE SERVICES CORPORATION
                 5580 LBJ FREEWAY, SUITE 300, DALLAS, TEXAS  75240
                                   (972) 385-3002
             (Name, address and telephone number of agent for service)
  
                                  WITH A COPY TO:
                                  David J. Kaufman
                               KATTEN MUCHIN & ZAVIS
                         525 WEST MONROE STREET, SUITE 1600
                              CHICAGO, ILLINOIS 60661
                                   (312) 902-5200
  ===========================================================================================================================
                                           CALCULATION OF REGISTRATION FEE
  ===========================================================================================================================
                                                                                             Proposed
                                                                   Proposed Maximum          Maximum
          Title of Securities                  Amount to be         Offering Price           Aggregate          Amount of
           to be Registered                     Registered             Per Share          Offering Price     Registration Fee
  ---------------------------------------------------------------------------------------------------------------------------
  Common Stock, $.02 par value  . . . .        43,500 shares (1)      $ 8.07(2)             $   351,045          $  106
  ---------------------------------------------------------------------------------------------------------------------------
  Common Stock, $.02 par value  . . . .       429,250 shares (3)    See footnote 4 below    $ 5,619,215(5)       $1,703
  ---------------------------------------------------------------------------------------------------------------------------
  Common Stock, $.02 par value  . . . .       644,250 shares (6)      $24.75(7)             $15,945,188          $4,832
  ---------------------------------------------------------------------------------------------------------------------------
    TOTAL:                                  1,117,000                                       $21,915,448          $6,641
  ===========================================================================================================================
  (1) This subtotal represents the number of shares previously issued to the
      selling stockholders that are to be registered and offered by them.
  (2) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
      solely for the purpose of calculating the total registration fee.
      Computation based on the fair market value of the shares on the date the
      selling stockholders received the shares, the fair market value of the
      shares having been calculated on of December 31, 1995, prior to the
      Company's initial public offering.
  (3) This subtotal represents the sum of shares issuable upon exercise of
      options that have previously been granted under the 1994 Director Incentive
      Stock Option Bonus Program, the 1995 Director Incentive Stock Option Bonus
      Program, the Source Services Corporation 1996 Non-Employee Directors Stock
      Option Program and the Source Services Corporation 1996 Stock Option
      Program.  Of the total 429,250 shares that will be issuable upon the
      exercise of such options, 14,500 shares at the price of $1.67 per share
      will be issuable upon exercise of options granted under the 1994 Director
      Incentive Stock Option Bonus Program, 29,000 shares at the price of $3.50
      per share will be issuable upon the exercise of options granted under the
      1995 Director Incentive Stock Option Bonus Program, 6,000 shares at the
      price of $20.75 per share and 6,000 shares at the price of $14.00 per share
      will be issuable upon exercise of options granted under the Source Services
      Corporation 1996 Non-Employee Directors Stock Option Plan, 358,750 shares
      at the price of $14.00 and 15,000 shares at the price of $17.50 will be
      issuable upon exercise of options granted under the Source Services
      Corporation 1996 Stock Option Plan as of the date of this Registration
      Statement.
  (4) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
      solely for the purpose of calculating the total registration fee.
      Computation based on the exercise price at which the options outstanding,
      whose exercise will result in the issuance of the shares being registered,
      may be exercised.
  (5) Computed in accordance with Rule 457(h) based on the aggregate exercise
      price for all presently outstanding options whose exercise will result in
      the issuance of shares being registered.
  (6) This subtotal represents the sum of shares issuable upon exercise of
      options that have not been granted yet under the Source Services
      Corporation 1996 Stock Option Plan and the Source Services Corporation 1996
      Non-Employee Director Plan as of the date of this Registration Statement.
      Of the total 644,250 shares that will be issuable upon the exercise of such
      options to be granted in the future, 626,250 shares will be issuable upon
      exercise of options to be granted in the future under the 1996 Stock Option
      Plan and 18,000 shares will be issuable upon exercise of options to be
      granted under the Non-Employee Director's Stock Option Plan.
  (7) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
      solely for the purpose of calculating the total registration fee.
      Computation based upon the closing price of the Common Stock as reported in
      The Nasdaq National Market on June 18, 1997.
  ================================================================================
  2
                                       PART I
  
                       INFORMATION REQUIRED IN THE PROSPECTUS
  
           The information called for in Part I of Form S-8 is currently included
  in the prospectus for the Source Services Corporation 1996 Stock Option Plan
  the Source Services Corporation 1996 Non-Employee Directors Stock Option Plan,
  the 1995 Director Incentive Stock Option Bonus Program and the 1994 Director
  Incentive Stock Option Bonus Program (collectively, the "Plans"), and is not
  being filed with or included in this Form S-8 in accordance with the rules and
  regulations of the Securities and Exchange Commission (the "SEC").
  
           The Form S-8 has one form of prospectus.  The prospectus is to be used
  for reoffers and resales of the Company's Common Stock acquired by certain
  individuals who are participants in the 1994 Director Incentive Stock Option
  Bonus Program. This Prospectus has been prepared in accordance with the
  requirements of Form S-3, as required by the conditions specified in General
  Instructions C to Form S-8.
  3
                            SOURCE SERVICES CORPORATION
  
                           43,500 SHARES OF COMMON STOCK
  
                                  5580 LBJ FREEWAY
                                     SUITE 300
                                DALLAS, TEXAS  75240
                                   (972) 385-3002
  
           This Prospectus relates to up to 43,500 shares (the "Shares") of
  common stock, par value $.02 per share (the "Common Stock") of Source Services
  Corporation (the "Company"), which may be offered by the Selling Security
  Holders (as hereinafter defined) listed herein under the caption "Selling
  Security Holders."  All 43,500 Shares were acquired by certain individuals who
  are participants in the 1994 Director Incentive Stock Option Bonus Program.
  
           The 43,500 Shares covered by this Prospectus may be offered by the
  Selling Security Holder  from time to time in transactions on the Nasdaq Stock
  Market ("Nasdaq"), at prices and terms then obtainable, through negotiated
  transactions at negotiated prices, or through underwriters, broker-dealers or
  otherwise; however, there is no commitment to sell any of these Shares.  The
  amount of Shares offered will be determined from time to time by each Selling
  Security Holder at his sole discretion.  The Company will not receive any part
  of the proceeds of any sales.  Any brokers' commissions, discounts, or other
  underwriters' compensation will be paid by the Selling Security Holder.  None
  of the Shares offered pursuant to this Prospectus has been registered prior to
  the filing of the Registration Statement of which this Prospectus is a part.
  
           The Selling Security Holders, and the broker-dealers through whom
  sales may be made, may, the Company not so conceding, be deemed to be
  underwriters under the Securities Act of 1933 (the "Securities Act"), and any
  commissions paid or any discounts or concessions allowed to such broker-dealers
  may be underwriting discounts and commissions under the Securities Act.
  
           The Company's Common Stock is traded on Nasdaq.  On June 24, 1997, the
  closing price of the Common Stock on Nasdaq was $28.50 per Share.
  
      THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
           AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
              HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
               SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADE-
                   QUACY OF THIS PROSPECTUS.  ANY REPRESENTATION
                       TO THE CONTRARY IS A CRIMINAL OFFENSE.
  
                    The date of this Prospectus is June 25, 1997
  
                                         1
  4
                                 TABLE OF CONTENTS
  PAGE
                                                                            ----
  Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
                                                                            
  Selling Security Holders  . . . . . . . . . . . . . . . . . . . . . . . . . 4
                                                                            
  Plan of Distribution  . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
                                                                            
  Description of Common Stock . . . . . . . . . . . . . . . . . . . . . . . . 5
                                                                            
  Incorporation of Certain Documents by Reference . . . . . . . . . . . . . . 5
                                                                            
  Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
  No person is authorized to give any information or to make any
  representations, other than those contained in this Prospectus, in connection
  with the offering described herein, and, if given or made, such information or
  representations must not be relied upon as having been authorized by the
  Company or the Selling Stockholders.  This Prospectus does not constitute an
  offer to sell, or a solicitation of an offer to buy, nor shall there be any
  sale of these securities by any person in any jurisdiction in which it is
  unlawful for such person to make such offer, solicitation or sale.  Neither the
  delivery of this Prospectus nor any sale made hereunder shall under any
  circumstances create an implication that the information contained herein is
  correct as of any time subsequent to the date hereof.
  
                                         2
  5
                               AVAILABLE INFORMATION
  
           The Company is subject to the informational requirements of the
  Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and in
  accordance therewith, files reports and other information with the Securities
  and Exchange Commission (the "Commission").  Such reports and other information
  can be inspected and copied at the public reference facilities maintained by
  the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
  Washington, D.C. 20549, and are also available for inspection and copying at
  the following regional offices at the Commission:  Seven World Trade Center,
  13th Floor, New York, New York 10048; and Citicorp Center, 500 West Madison
  Street, Suite 1400, Chicago, Illinois 60661-2511.  Copies of such material can
  also be obtained at prescribed rates by mail addressed to the Public Reference
  Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
  Washington, D.C. 20549.
  
           The Company has filed a Registration Statement on Form S-8 (the
  "Registration Statement") under the Securities Act with the Commission with
  respect to the securities offered hereby.  As permitted  by the rules and
  regulations of the Commission, this Prospectus omits certain information
  contained in the Registration Statement.  The Registration Statement, including
  the exhibits and schedules thereto, may be inspected and copied in the manner
  and at the sources described above.
  
           The Company was incorporated in Delaware in 1969.  Its principal
  executive offices are located at 5580 LBJ Freeway, Suite 300, Dallas, Texas
  75240 and its telephone number is (972) 385-3002.  The Common Stock of the
  Company is traded on Nasdaq and is quoted under the symbol "SRSV."
  
                                         3
  6
                              SELLING SECURITY HOLDERS
  
           The following table sets forth, as of June 1, 1997, certain
  information regarding the beneficial ownership of the outstanding Common Stock
  by each Selling Security Holder, both before the offering of the Shares and as
  adjusted to reflect the sale of the Shares.  Each person named in the following
  table is currently a director of the Company and has, to the knowledge of the
  Company, sole voting and investment power with respect to the Shares
  beneficially owned, except as described below.
  Beneficial
                                                                                            Ownership After
                                                                                              Offering(2)
                                                       Beneficially         Number of    ---------------------
                                                       Owned Prior        Shares Being    Number of
          Name of Selling Security Holder              to Offering         Offered(1)      Shares     Percent
  -------------------------------------------------   --------------     --------------  ----------- ---------
  Adrian Alter (3)(4) . . . . . . . . . . . . .            15,800            14,500           1,300      *
  Paul M. Bass, Jr. (3)(4)  . . . . . . . . . .            15,500            14,500           1,000      *
  Wayne D. Emigh (3)(4) . . . . . . . . . . . .            36,333            14,500          21,833      *
  --------------------
  
  *  less than 1%.
  
  (1)   Represents the maximum number of Shares that may be sold by each Selling
        Security Holder pursuant to this Prospectus.
  (2)   Assumes the Selling Security Holders sell all of their Shares pursuant to
        this Prospectus.  The Selling Security Holders may sell all or part of
        their Shares.
  (3)   Shares beneficially owned includes shares of Common Stock subject to
        options exercisable within 60 days as follows:  Messrs. Alter, Bass and
        Emigh -- 1,000 each.
  (4)   Shares beneficially owned includes 14,500 shares of Common Stock held in
        the Adrian and Sue Alter Family Trust and 300 shares of Common Stock held
        by Sue Alter; 35,333 shares of Common Stock held in the Wayne D. and
        Glenda L.  Emigh Family Trust; and 14,500 shares of Common Stock held in
        the Bass Family Trust.  Under the rules and regulations of the Securities
        and Exchange Commission, Messrs. Alter, Emigh and Bass may not be deemed
        the beneficial owner of such shares.
  
                                         4
  7
                                PLAN OF DISTRIBUTION
  
           The Company will receive no proceeds from this offering.  The Shares
  offered hereby may be sold by the Selling Security Holder acting as principal
  for his own account through market transactions on Nasdaq, in one or more
  negotiated transactions at negotiated prices, or otherwise.  The sale of Shares
  may be offered to or through underwriters, brokers or dealers, and such
  underwriters, brokers or dealers may receive compensation in the form of
  underwriting discounts, commissions or concessions from the Selling Security
  Holder and/or the purchasers of the Shares for whom they act as agent.  The
  Selling Security Holder and any underwriters, brokers or dealers that
  participate in the distribution of the Shares may, the Company not so
  conceding, be deemed to be underwriters and any compensation received by them
  and any provided pursuant to the sale of the Shares by them might be deemed to
  be underwriting discounts and commissions under the Shares Act.   In order to
  comply with certain states' securities laws, if applicable, the Shares will be
  sold in such jurisdictions only through registered or licensed brokers or
  dealers.  In addition, in certain states the Shares may not be sold unless the
  Shares have been registered or qualified for sale in such state or an exemption
  from registration or qualification is available and is complied with.
  
           Any Shares covered by this Prospectus which qualify for sale pursuant
  to Rule 144 under the Securities Act may be sold under that Rule rather than
  pursuant to this Prospectus.
  
           There can be no assurances that the Selling Stockholders will sell any
  or all of the Shares offered hereunder.
  
                            DESCRIPTION OF COMMON STOCK
  
           The Shares offered hereby are shares of Common Stock, $.02 par value,
  of the Company.  Holders of Common Stock are entitled to one vote per share, to
  receive dividends when and if declared by the Board of Directors and to share
  ratably in the assets of the Company legally available for distribution to its
  stockholders in the event of liquidation.  Holders of Common Stock have no
  preemptive, subscription, redemption or conversion rights.  All outstanding
  shares of Common Stock are duly authorized, fully paid and nonassessable.  The
  holders of Common Stock do not have cumulative voting rights.  The holders of a
  majority of the shares of Common Stock can elect all the directors and can
  control the management and affairs of the Company.  While the Board of
  Directors has authority, within certain limitations, to issue shares of
  Preferred Stock which would have one or more preferences over the Common Stock,
  no Preferred Stock is currently outstanding and the Company has no present
  plans to issue any Preferred Stock.
  
                  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
           The following documents heretofore filed with the Commission by the
  Company are incorporated in this Prospectus by reference:
  
           1.      The Company's Annual Report on Form 10-K for the fiscal year
                   ended December 29, 1996;
  
           2.      The Company's Current Report on Form 8-K, dated May 30, 1997;
  
           3.      The Company's Quarterly Report on Form 10-Q for the quarter
                   ended March 30, 1997; and
  
                                         5
  8
           4.      The description of the Common Stock contained in the Company's
                   Registration Statement on Form 8-A filed July 29, 1996
                   pursuant to Section 12 of the Exchange Act, including any
                   subsequent amendments thereto and any reports filed for the
                   purpose of updating such descriptions.
  
           5.      The description of the Company's preferred stock purchase
                   rights contained in the Company's Registration Statement on
                   Form 8-A filed June 5, 1997 pursuant to Section 12 of the
                   Exchange Act and all amendments thereto and reports filed for
                   the purpose of updating such descriptions.
  
           In addition, all documents filed by the Company pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this
  Prospectus and prior to the filing of a post-effective amendment to the
  Registration Statement, of which this Prospectus forms a part, which indicates
  that all securities offered hereby have been sold or which deregisters all such
  securities then remaining unsold, shall be deemed to be incorporated in this
  Prospectus by reference and to be a part hereof from the date of filing of such
  documents.  Any statement contained in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this Prospectus to the extent that a statement contained herein
  or in any subsequently filed document which also is or is deemed to be
  incorporated by reference herein modifies or supersedes such statement.
  
           The Company hereby undertakes to provide without charge to each person
  to whom a copy of this Prospectus is delivered, upon written or oral request of
  any such person, a copy of any and all of the information that has been or may
  be incorporated by reference in this Prospectus, other than exhibits to such
  documents (unless such exhibits are specifically incorporated by reference
  herein).  Requests for such copies should be directed to the Chief Financial
  Officer, Source Services Corporation, 5580 LBJ Freeway, Suite 300, Dallas,
  Texas 75240.  The Company's telephone number is (972) 385-3002.
  
                                   LEGAL MATTERS
  
           Certain legal matters with respect to the validity of the Common Stock
  offered hereby have been passed upon for the Company by Katten Muchin & Zavis,
  a partnership including professional corporations, Chicago, Illinois.
  
                                         6
  9
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
           ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents heretofore filed with the SEC by the Company
  are incorporated in this Registration Statement by reference:
  
           1.      The Company's Annual Report on Form 10-K for the fiscal year
                   ended December 29, 1996;
  
           2.      The Company's Current Report on Form 8-K, dated May 30, 1997;
  
           3.      The Company's Quarterly Reports on Form 10-Q for the quarter
                   ended March 30, 1997; 
  
           4.      The description of the Company's Common Stock, $.02 par value
                   (the "Common Stock"),  contained in the Company's Registration
                   Statement on Form 8-A filed July 29, 1996 pursuant to Section
                   12 of the Exchange Act, including any subsequent amendments
                   thereto and any reports filed for the purpose of updating such
                   descriptions; and
  
           5.      The description of the Company's preferred stock purchase
                   rights contained in the Company's Registration Statement on
                   Form 8-A filed June 5, 1997 pursuant to Section 12 of the
                   Exchange Act and all amendments thereto and reports filed for
                   the purpose of updating such descriptions.
  
           In addition, all documents filed by the Company pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this
  Registration Statement and prior to the filing of a post-effective amendment
  which indicates that all securities offered hereby have been sold or which
  deregisters all such securities then remaining unsold, shall be deemed to be
  incorporated in this Registration Statement by reference and to be a part
  hereof from the date of filing of such documents.  Any statement contained in a
  document incorporated or deemed to be incorporated by reference herein shall be
  deemed to be modified or superseded for purposes of this Registration Statement
  to the extent that a statement contained herein or in any subsequently filed
  document which also is or is deemed to be incorporated by reference herein
  modifies or supersedes such statement.
  
  ITEM 4.   DESCRIPTION OF SECURITIES.
  
           Not Applicable.
  
  ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not Applicable.
  
  ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Article XIII of the Company's Restated Certificate of Incorporation,
  and Article VI of the Company's Amended and Restated ByLaws, provide that the
  Company is generally required to indemnify its directors and officers for all
  judgments, fines, settlements, legal fees and other expenses incurred in
  connection with pending or threatened legal proceedings because of the
  director's or officer's position
  
                                        II-1
  10
  with the Company or another entity that the director or officer serves at the
  Company's request, subject to certain conditions, and to advance funds to its
  directors and officers to enable them to defend against such proceedings.  To
  receive indemnification, the director or officer must have been successful in
  the legal proceeding or acted in good faith and in what was reasonably believe
  to be a lawful manner and in the Company's best interest.  The affirmative vote
  of the holders of two-thirds or more of the outstanding voting stock of the
  Company will be required to amend this provision.  The Company has entered into
  indemnity agreements with each of its directors and officers.  These agreements
  may require the Company, among other things, to indemnify such directors
  against certain liabilities that may arise by reason of their status or service
  as directors, to advance expenses to them as they are incurred, provided that
  they undertake to repay the amount advanced if it is ultimately determined by a
  court that they are not entitled to indemnification and to obtain directors'
  liability insurance if available on reasonable terms.
  
           In addition, Article XII of the Company's Restated Certificate of
  Incorporation provides that a director of the Company shall not be personally
  liable to the Company or its stockholders for monetary damages for breach of
  his or her fiduciary duty as a director, except for liability (i) for any
  breach of the director's duty of loyalty to the Company or its stockholders,
  (ii) for acts or omissions not in good faith or which involve intentional
  misconduct or a knowing violation of law, (iii) for willful or negligent
  conduct in paying dividends or repurchasing stock out of other than lawfully
  available funds or (iv) for any transaction from which the director derives an
  improper personal benefit.
  
           Reference is made to Section 145 of the General Corporation Law of the
  State of Delaware which provides for indemnification of directors and officers
  in certain circumstances.
  
           The Company has obtained a directors' and officers' liability
  insurance policy which entitles the Company to be reimbursed for certain
  indemnity payments it is required or permitted to make to its directors and
  officers.
  
  ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not Applicable.
  
  ITEM 8.   EXHIBITS.
  
          4.1*     Restated Certificate of Incorporation of the Company,
                   incorporated by reference to Exhibit 3.1 to the Company's
                   Registration Statement on Form S-1, as amended, File Number
                   33-4691 (the "IPO Registration Statement").
           
          4.2*     Amended and Restated By-laws of the Company, incorporated by
                   reference to Exhibit 3.2 to the IPO Registration Statement.
           
          4.3*     Source Services Corporation 1996 Stock Option Plan,
                   incorporated by reference to Exhibit 10.2 to the IPO
                   Registration Statement.
           
          4.4*     Source Services Corporation 1996 Non-Employee Directors Stock
                   Option Plan, incorporated by reference to Exhibit 10.5 to the
                   IPO Registration Statement.
           
          4.5      1994 Director Incentive Stock Option Bonus Program.
           
          4.6      1995 Director Incentive Stock Option Bonus Program.
  
                                        II-2
  11
          4.7*     Form of Director Incentive Stock Option Bonus Agreement,
                   incorporated by reference to Exhibit 10.9 to the IPO
                   Registration Statement.
  
          5        Opinion of Katten Muchin & Zavis as to the legality of the
                   shares of common stock being offered under the Plan.
  
         23.1      Consent of Price Waterhouse LLP, independent accountants.
  
         23.2      Consent of Katten Muchin & Zavis (contained in their opinion
                   filed as Exhibit 5).
  
         24        Power of Attorney (included on the signature page of this
                   Registration Statement).
  
  --------------------
  
  *   Incorporated herein by reference.
  
                                        II-3
  12
  ITEM 9.  UNDERTAKINGS.
  
           1.      The Company hereby undertakes:
  
                   (a)      To file, during any period in which offers or sales
           are being made, 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 the 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 the
                   Registration Statement;
  
                            (iii)   To include any material information with
                   respect to the plan of distribution required to be but not
                   previously disclosed in the Registration Statement or any
                   material change to such information in the Registration
                   Statement;
  
           provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if
           the information required to be included in a post-effective amendment
           by those paragraphs is contained in periodic reports filed by the
           registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
           that are incorporated by reference in the Registration Statement.
  
                   (b)      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 offering of such securities at
           that time shall be deemed to be the initial bona fide offering
           thereof.
  
                   (c)      To remove from registration by means of a
           post-effective amendment any of the securities being registered which
           remain unsold at the termination of the offering.
  
           2.      The Company hereby undertakes that, for the purpose of
  determining any liability under the Securities Act, each such post-effective
  amendment and each filing of the Company's annual report pursuant to Section
  13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing
  of an employee benefit plan's annual report pursuant to Section 15(d) of the
  Exchange Act) 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.
  
           3.      Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Company pursuant to the foregoing provisions, or otherwise, the Company
  has been advised that in the opinion of the SEC such indemnification is against
  public policy as expressed in the Securities Act and is, therefore,
  unenforceable.  In the event that a claim for indemnification against such
  liabilities (other than the payment by the Company of expenses incurred or paid
  by a director, officer or controlling person of the Company 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 Company 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 Securities Act and will be governed by the final
  adjudication of such issue.
  
                                        II-4
  13
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe 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 Dallas, State of Texas, on this 25th day of June,
  1997.
  
                                         SOURCE SERVICES CORPORATION
                                         
                                         By:     /s/ D. LES WARD   
                                                 --------------------------------
                                                 D. Les Ward
                                                 President and Chief Executive 
                                                 Officer
                                         
  
                                 POWER OF ATTORNEY
  
           Each person whose signature appears below hereby constitutes and
  appoints D. Les Ward and Richard M. Dupont and, each of them, his true and
  lawful attorneys-in-fact and agents, with full power of substitution and
  revocation, to sign on his behalf, individually and in each capacity stated
  below, all amendments and post-effective amendments to this Registration
  Statement on Form S-8 and to file the same, with all exhibits thereto and any
  other documents in connection therewith, with the Securities and Exchange
  Commission under the Securities Act of 1933, granting unto each such
  attorney-in-fact and agent 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 each act that said attorney-in-fact
  and agent may lawfully do or cause to be done by virtue thereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities indicated on June 25, 1997.
  SIGNATURE                                                  TITLE
  -----------------------------------------          -------------------------------------------------------
  /s/ D. LES WARD                     Chief Executive Officer, President and Director
  -----------------------------------------          (Chief Executive Officer)
                   D. Les Ward                                                
                                                                              
              /s/ RICHARD M. DUPONT                  Vice President, Chief Financial Officer and Secretary
  -----------------------------------------          (Chief Financial Officer and Accounting Officer)
                Richard M. Dupont                                                                    
                                                                                                     
                /s/ JOHN N. ALLRED
  -----------------------------------------     
                  John N. Allred                     Director
                                                             
                 /s/ ADRIAN ALTER
  -----------------------------------------     
                   Adrian Alter                      Director
                                                             
              /s/ PAUL M. BASS, JR.
  -----------------------------------------     
                Paul M. Bass, Jr.                    Director
  
                /s/ WAYNE D. EMIGH
  -----------------------------------------     
                  Wayne D. Emigh                     Director
  
               /s/ JOHN G. SIFONIS
  -----------------------------------------     
                 John G. Sifonis                     Director
  
               
  -----------------------------------------     
                 Karl A. Vogeler                     Director
  II-5
  14
                                   EXHIBIT INDEX
  SEQUENTIAL 
   EXHIBIT                                                                                              PAGE
   NUMBER                                          DESCRIPTION                                         NUMBER
  -----------  ------------------------------------------------------------------------------------- -----------
  4.5      1994 Director Incentive Stock Option Bonus Program.
  
      4.6      1995 Director Incentive Stock Option Bonus Program.
  
      5        Opinion  of Katten Muchin & Zavis as to the  legality of the shares of common stock
               being offered under the Plan.
  
    23.1       Consent of Price Waterhouse LLP, independent accountants.
  II-6