content: <PAGE>   1
  
        As filed with the Securities and Exchange Commission on June 5, 2001
                                                        Registration No. 333-_____
  
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        under
                             THE SECURITIES ACT OF 1933
  
                                TUCKER ANTHONY SUTRO
               (Exact name of registrant as specified in its charter)
  
  <TABLE>
  <S>                                              <C>
                  Delaware                               04-3335712
      (State or other jurisdiction of                 (I.R.S. Employer
       incorporation or organization)              Identification Number)
  </TABLE>
  
                                  One Beacon Street
                             Boston, Massachusetts 02108
                      (Address of Principal Executive Offices)
  
                                   (617) 725-2000
                (Registrant's telephone number, including area code)
  
                   Tucker Anthony Sutro Deferred Compensation Plan
                              (Full title of the plan)
  
                                  John H. Goldsmith
                               Chief Executive Officer
                                Tucker Anthony Sutro
                                  One Beacon Street
                             Boston, Massachusetts 02108
                                   (617) 725-2000
            (Name and address, including zip code, and telephone number,
                     including area code, of agent for service)
  
                                   With a copy to:
  <TABLE>
  <S>                                            <C>
             Kevin McKay, Esq.                     Meredith B. Cross, Esq.
            Tucker Anthony Sutro                 Wilmer, Cutler & Pickering
         One World Financial Center                  2445 M Street, N.W.
             200 Liberty Street                    Washington, D.C. 20037
          New York, New York 10281                     (202) 663-6000
               (212) 225-8463
  </TABLE>
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
      Title of     Amount to        Proposed     Proposed Maximum    Amount of
   Securities to   be               Maximum          Aggregate      Registration
   be Registered   Registered    Offering Price  Offering Price(2)      Fee
                                 Per Obligation
  ------------------------------------------------------------------------------
  <S>              <C>           <C>             <C>                <C>
  Deferred
  Compensation     $30,000,000        100%          $30,000,000        $7,500
  Obligations(1)
  </TABLE>
  
  
  (1)   The Deferred Compensation Obligations are unsecured obligations of Tucker
        Anthony Sutro to pay deferred compensation in the future in accordance
        with the terms of the Tucker Anthony Sutro Deferred Compensation Plan.
  
  (2)   Estimated solely for the purpose of calculating the registration fee in
        accordance with Rule 457 under the Securities Act.
  
  
  <PAGE>   2
  
  
  
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
        The document(s) containing the information specified in Part I of Form S-8
  will be sent or given to participating employees as specified by Rule 428(b)(1)
  of the Securities Act of 1933, as amended (the "Securities Act"). Such documents
  and the documents incorporated by reference herein pursuant to Item 3 of Part II
  hereof, taken together, constitute a prospectus that meets the requirements of
  Section 10(a) of the Securities Act.
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
        Tucker Anthony Sutro (the "Company") hereby incorporates by reference the
  documents listed in (a) through (d) below. In addition, all documents
  subsequently filed by the Company pursuant to sections 13(a), 13(c), 14 and
  15(d) of the Securities Exchange Act of 1934 (prior to filing of a
  post-effective amendment which indicates that all securities offered have been
  sold or which deregisters all securities then remaining unsold) shall be deemed
  to be incorporated by reference in this Registration Statement and to be a part
  thereof from the date of filing of such documents.
  
        (a) The Company's Annual Report on Form 10-K for the fiscal year ended
  December 31, 2000.
  
        (b) The Company's Quarterly Report on Form 10-Q for the period ended March
  31, 2001.
  
        (c) All other reports filed pursuant to section 13(a) or 15(d) of the
  Exchange Act since the end of the fiscal year covered by the Annual Report
  covered in (a) above.
  
        (d) The description of the Common Stock of the Company, par value $0.01
  per share ("Common Stock") contained in the Company's Registration Statement of
  Form 8-A filed on March 27, 1998, pursuant to section 12(b) of the Exchange Act,
  including any amendment or report filed for the purpose of updating such
  description.
  
        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 other subsequently filed document which also is or is
  deemed to be incorporated by reference herein modifies or supersedes such
  statement. Any such statement so modified or superseded shall not be deemed,
  except as so modified or superseded, to constitute a part hereof.
  
  
  <PAGE>   3
  
  
  ITEM 4.  DESCRIPTION OF SECURITIES
  
        Under the Tucker Anthony Sutro Deferred Compensation Plan (the "Plan"),
  the Company will provide certain eligible officers and employees (each a
  "Participant") of the Company and subsidiaries designated by the Company under
  the Plan (each an "Employer") with the opportunity to defer base salary,
  commissions and/or bonus(es) ("Compensation"). The obligations under the Plan
  (the "Obligations") will be unsecured general obligations of the Company to pay
  the compensation deferred in accordance with the Plan, and will rank equally
  with other unsecured and unsubordinated indebtedness of the Company from time to
  time outstanding. Neither the Company nor any Employer is required to fund, or
  otherwise segregate assets to be used for payment of the Obligations. Because
  the Company is a holding company, the right of the Company, and hence the right
  of creditors of the Company (including Participants), to participate in any
  distribution of the assets of any subsidiary upon its liquidation or
  reorganization or otherwise is necessarily subject to the prior claims of
  creditors of the subsidiary, except to the extent that claims of the Company
  itself as a creditor of the subsidiary may be recognized. In addition,
  dividends, loans and advances from certain subsidiaries to the Company are
  restricted by net capital requirements under the Securities Exchange Act of
  1934, and under the rules of certain exchanges and other regulatory entities.
  
        The amount of compensation to be deferred by each Participant will be
  determined in accordance with the Plan based on the elections of the
  Participant, and will be credited to a separate bookkeeping account in the name
  of the Participant (the "Account"). The Participant's Account will reflect the
  shares of the Company's Common Stock or such other investments selected pursuant
  to the Plan based on the amount of Compensation deferred. The Participant's
  Account will be will be credited, or debited, as the case may be, based on the
  returns on the Company's Common Stock or such other investments as may be
  established pursuant to the Plan, or based upon earnings or losses incurred,
  pursuant to established procedures under the Plan. Dividends paid on the
  Company's Common Stock will be reflected in the Participant's Account by
  crediting the amount of shares of Common Stock equal to the value of dividend,
  based on the closing price of the Common Stock on the date the dividend is paid.
  The Participant's Account will also be adjusted periodically to reflect any
  stock splits or other adjustments to the Common Stock. All amounts in a
  Participant's Account will be vested immediately.
  
        Except for a Participant's designation of a beneficiary, no right or
  interest of a Participant in any amount deferred under the Plan is assignable or
  transferable or subject to anticipation by the Participant, and no right or
  interest of a Participant in any amounts credited to the Participant's Account
  under the Plan is subject to attachment, lien or other process, or to any claim,
  encumbrance, obligation or liability of the Participant except as required by
  law.
  
        The Obligations are not subject to redemption, in whole or in part, prior
  to the individual distribution dates specified by the participant, as allowed by
  the Plan, or through the operation of a mandatory or optional sinking fund or
  analogous provision. The Obligations are not convertible into another security
  of the Company. All or a portion of the Obligations are payable in shares of
  Common Stock of the Company. The Company reserves the right to amend or
  terminate the Plan at any time and from time to time, except that no such
  amendment
  
  
                                         2
  <PAGE>   4
  
  or termination may, without the consent of the affected Participant, affect any
  of the Participant's rights with respect to the amount then credited to the
  Participant's Account.
  
        Except as stated above, the Obligations do not enjoy the benefit of any
  affirmative or negative pledges or covenants by the Company. The Company, on
  behalf of Employers, in its discretion, may maintain one or more grantor trusts
  to provide for the payment of benefits under the Plan. No trustee has been or
  will be appointed having the authority to take action with respect to the
  Obligations and each Participant will be responsible for acting independently
  with respect to, among other things, the giving of notices, responding to
  requests for consents, waivers or amendments pertaining to the Obligations,
  enforcing covenants and taking action upon default.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
  
        Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
        Section 145 of the General Corporation Law of the State of Delaware, as
  amended, provides that under certain circumstances a corporation may indemnify
  any person who was or is a party or is threatened to be made a party to any
  threatened, pending or completed action, suit or proceeding, whether civil,
  criminal, administrative or investigative, by reason of the fact that the person
  is or was a director, officer, employee or agent of the corporation or is or was
  serving at its request in this capacity in another corporation or business
  association, against expenses (including attorneys' fees), judgments, fines and
  amounts paid in settlement actually and reasonably incurred by this person in
  connection with the action, suit or proceeding if the person acted in good faith
  and in a manner the person reasonably believed to be in or not opposed to the
  best interests of the corporation and, with respect to any criminal action or
  proceeding, had no reasonable cause to believe the person's conduct was
  unlawful.
  
        In addition, pursuant to its Articles of Organization and Bylaws, the
  Company must indemnify its directors and officers against expenses (including
  judgments or amounts paid in settlement) incurred in any action, civil or
  criminal, to which the director or officer is a party by reason of any alleged
  act or failure to act in his capacity as such, except as to a matter as to which
  the director or officer shall have been finally adjudged not to have acted in
  good faith in the reasonable belief that his action was in the best interest of
  the corporation. The Company maintains directors and officers liability
  insurance for the benefit of its directors and certain of its officers and has
  entered into indemnification agreements with its directors and certain of its
  officers.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
  
        Not applicable.
  
  ITEM 8.  EXHIBITS
  
  
                                         3
  <PAGE>   5
  
        The Exhibit Index attached to this Registration Statement is incorporated
  herein by reference.
  
  ITEM 9.  UNDERTAKINGS
  
  
        (a)  The undersigned Registrant hereby undertakes:
  
              (1) 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 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. Notwithstanding the foregoing,
              any increase or decrease in volume of securities offered (if the
              total dollar value of securities offered would not exceed that which
              was registered) and any deviation from the low or high end of the
              estimated maximum offering range may be reflected in the form of the
              prospectus filed with the Commission pursuant to Rule 424(b) if, in
              the aggregate, the changes in volume and price represent no more
              than a 20 percent change in the maximum aggregate offering price set
              forth in the "Calculation of Registration Fee" table in the
              effective 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 paragraphs (a)(l)(i) and (a)(l)(ii) do not apply
        if the registration statement is on Form S-3 or 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 Securities 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 offering 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 a post-effective
        amendment any of the securities being registered which remain unsold at
        the termination of the offering.
  
  
                                         4
  <PAGE>   6
  
        (b) The undersigned Registrant hereby undertakes 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 this
  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.
  
        (c) Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the 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 Securities Act of 1933 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
  Securities Act of 1933 and will be governed by the final adjudication of such
  issue.
  
  
                                         5
  <PAGE>   7
                                     SIGNATURES
  
        Pursuant to the requirements of the Securities Act of 1933, the Company
  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 New York, New York on the 31st day of May, 2001.
  
                                         TUCKER ANTHONY SUTRO
  
  
                                         By: /s/ John H. Goldsmith
                                            -------------------------------------
                                            Name: John H. Goldsmith
                                            Title:  Chief Executive Officer
  
  
                                  POWER OF ATTORNEY
  
  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
  under the heading "Signature" constitutes and appoints John H. Goldsmith and
  Kenneth S. Klipper as his or her true and lawful attorney-in-fact each acting
  alone, with full power of substitution and resubstitution, for him or her and in
  his or her name, place and stead, in any and all capacities to file this
  Registration Statement, to sign any or all amendments (including post-effective
  amendments) to this Registration Statement, or any other form that may be used
  from time to time with respect to the registration and issuance of Deferred
  Compensation Obligations under the Tucker Anthony Sutro Deferred Compensation
  Plan, and to file the same, with all exhibits thereto, and other documents in
  connection therewith, with the Securities and Exchange Commission, granting unto
  said attorney-in-fact 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 for all intents and purposes as he or she might or could do in person,
  hereby ratifying and confirming all that said attorney-in-fact, or his or her
  substitute, acting alone, may lawfully do or cause to be done by virtue hereof.
  
        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.
  
  
  <TABLE>
  <CAPTION>
             SIGNATURE                     TITLE                    DATE
             ---------                     -----                    ----
  <S>                             <C>                           <C>
  /s/ John H. Goldsmith           Chairman, Chief               May 31, 2001
  ----------------------------
         John H. Goldsmith        Executive Officer and
                                  Director (Principal
                                  Executive Officer)
  
  /s/ Kenneth S. Klipper          Executive Vice                May 31, 2001
  ----------------------------
        Kenneth S. Klipper        President and Chief
                                  Financial Officer
                                  (Principal Financial
                                  and Accounting Officer)
  </TABLE>
  
  
  <PAGE>   8
  <TABLE>
  <S>                             <C>                           <C>
  /s/ John F. Luikart             Director                      May 31, 2001
  ----------------------------
          John F. Luikart
  
  /s/ David P. Prokupek           Director                      May 31, 2001
  ----------------------------
         David P. Prokupek
  
  /s/ Mark T. Whaley              Director                      May 31, 2001
  ----------------------------
          Mark T. Whaley
  
  /s/ Robert H. Yevich            Director                      May 31, 2001
  ----------------------------
         Robert H. Yevich
  
  /s/ C. Hunter Boll              Director                      May 31, 2001
  ----------------------------
          C. Hunter Boll
  
  /s/ Winston J. Churchill        Director                      May 31, 2001
  ----------------------------
       Winston J. Churchill
  
  /s/ Thomas M. Hagerty           Director                      May 31, 2001
  ----------------------------
         Thomas M. Hagerty
  
  /s/ David V. Harkins            Director                      May 31, 2001
  ----------------------------
         David V. Harkins
  
  /s/ Hugh R. Harris              Director                      May 31, 2001
  ----------------------------
          Hugh R. Harris
  
  /s/ Seth W. Lawry               Director                      May 31, 2001
  ----------------------------
           Seth W. Lawry
  
  * By:
        ----------------------
        [                    ]
          ATTORNEY-IN-FACT
  </TABLE>
  
  
  
  <PAGE>   9
  
  
  
                                    EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
  EXHIBIT      DESCRIPTION
  NUMBER
  
  <S>          <C>
  4            Tucker Anthony Sutro Deferred Compensation Plan
  
  5            Opinion of Wilmer, Cutler & Pickering as to the legality of the
               securities being registered
  
  23.1         Consent of Ernst & Young LLP
  
  23.2         Consent of Wilmer, Cutler & Pickering (included in Exhibit 5)
  
  24           Power of Attorney (included on signature pages of this
               Registration Statement)
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b39571tas-8.txt", "description": "TUCKER ANTHONY SUTRO", "secsgml_size_bytes": 22388}]
metadata_filer: {"company-data": {"conformed-name": "TUCKER ANTHONY SUTRO", "cik": "0001029267", "assigned-sic": "6211", "irs-number": "043335712", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62304", "film-number": "1654499"}, "business-address": {"street1": "ONE BEACON STREET", "street2": "617-227-1050", "city": "BOSTON", "state": "MA", "zip": "02108", "phone": "6177252000"}, "mail-address": {"street1": "ONE BEACON STREET", "city": "BOSTON", "state": "MA", "zip": "02108"}, "former-company": [{"former-conformed-name": "FREEDOM SECURITIES CORP /DE/", "date-changed": "19980127"}, {"former-conformed-name": "JHFSC ACQUISITION CORP", "date-changed": "19980123"}]}
text: 1
  
        As filed with the Securities and Exchange Commission on June 5, 2001
                                                        Registration No. 333-_____
  
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        under
                             THE SECURITIES ACT OF 1933
  
                                TUCKER ANTHONY SUTRO
               (Exact name of registrant as specified in its charter)
  Delaware                               04-3335712
      (State or other jurisdiction of                 (I.R.S. Employer
       incorporation or organization)              Identification Number)
  One Beacon Street
                             Boston, Massachusetts 02108
                      (Address of Principal Executive Offices)
  
                                   (617) 725-2000
                (Registrant's telephone number, including area code)
  
                   Tucker Anthony Sutro Deferred Compensation Plan
                              (Full title of the plan)
  
                                  John H. Goldsmith
                               Chief Executive Officer
                                Tucker Anthony Sutro
                                  One Beacon Street
                             Boston, Massachusetts 02108
                                   (617) 725-2000
            (Name and address, including zip code, and telephone number,
                     including area code, of agent for service)
  
                                   With a copy to:
  Kevin McKay, Esq.                     Meredith B. Cross, Esq.
            Tucker Anthony Sutro                 Wilmer, Cutler & Pickering
         One World Financial Center                  2445 M Street, N.W.
             200 Liberty Street                    Washington, D.C. 20037
          New York, New York 10281                     (202) 663-6000
               (212) 225-8463
  CALCULATION OF REGISTRATION FEE
  Title of     Amount to        Proposed     Proposed Maximum    Amount of
   Securities to   be               Maximum          Aggregate      Registration
   be Registered   Registered    Offering Price  Offering Price(2)      Fee
                                 Per Obligation
  ------------------------------------------------------------------------------
  Deferred
  Compensation     $30,000,000        100%          $30,000,000        $7,500
  Obligations(1)
  (1)   The Deferred Compensation Obligations are unsecured obligations of Tucker
        Anthony Sutro to pay deferred compensation in the future in accordance
        with the terms of the Tucker Anthony Sutro Deferred Compensation Plan.
  
  (2)   Estimated solely for the purpose of calculating the registration fee in
        accordance with Rule 457 under the Securities Act.
  2
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
        The document(s) containing the information specified in Part I of Form S-8
  will be sent or given to participating employees as specified by Rule 428(b)(1)
  of the Securities Act of 1933, as amended (the "Securities Act"). Such documents
  and the documents incorporated by reference herein pursuant to Item 3 of Part II
  hereof, taken together, constitute a prospectus that meets the requirements of
  Section 10(a) of the Securities Act.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
        Tucker Anthony Sutro (the "Company") hereby incorporates by reference the
  documents listed in (a) through (d) below. In addition, all documents
  subsequently filed by the Company pursuant to sections 13(a), 13(c), 14 and
  15(d) of the Securities Exchange Act of 1934 (prior to filing of a
  post-effective amendment which indicates that all securities offered have been
  sold or which deregisters all securities then remaining unsold) shall be deemed
  to be incorporated by reference in this Registration Statement and to be a part
  thereof from the date of filing of such documents.
  
        (a) The Company's Annual Report on Form 10-K for the fiscal year ended
  December 31, 2000.
  
        (b) The Company's Quarterly Report on Form 10-Q for the period ended March
  31, 2001.
  
        (c) All other reports filed pursuant to section 13(a) or 15(d) of the
  Exchange Act since the end of the fiscal year covered by the Annual Report
  covered in (a) above.
  
        (d) The description of the Common Stock of the Company, par value $0.01
  per share ("Common Stock") contained in the Company's Registration Statement of
  Form 8-A filed on March 27, 1998, pursuant to section 12(b) of the Exchange Act,
  including any amendment or report filed for the purpose of updating such
  description.
  
        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 other subsequently filed document which also is or is
  deemed to be incorporated by reference herein modifies or supersedes such
  statement. Any such statement so modified or superseded shall not be deemed,
  except as so modified or superseded, to constitute a part hereof.
  3
  
  ITEM 4.  DESCRIPTION OF SECURITIES
  
        Under the Tucker Anthony Sutro Deferred Compensation Plan (the "Plan"),
  the Company will provide certain eligible officers and employees (each a
  "Participant") of the Company and subsidiaries designated by the Company under
  the Plan (each an "Employer") with the opportunity to defer base salary,
  commissions and/or bonus(es) ("Compensation"). The obligations under the Plan
  (the "Obligations") will be unsecured general obligations of the Company to pay
  the compensation deferred in accordance with the Plan, and will rank equally
  with other unsecured and unsubordinated indebtedness of the Company from time to
  time outstanding. Neither the Company nor any Employer is required to fund, or
  otherwise segregate assets to be used for payment of the Obligations. Because
  the Company is a holding company, the right of the Company, and hence the right
  of creditors of the Company (including Participants), to participate in any
  distribution of the assets of any subsidiary upon its liquidation or
  reorganization or otherwise is necessarily subject to the prior claims of
  creditors of the subsidiary, except to the extent that claims of the Company
  itself as a creditor of the subsidiary may be recognized. In addition,
  dividends, loans and advances from certain subsidiaries to the Company are
  restricted by net capital requirements under the Securities Exchange Act of
  1934, and under the rules of certain exchanges and other regulatory entities.
  
        The amount of compensation to be deferred by each Participant will be
  determined in accordance with the Plan based on the elections of the
  Participant, and will be credited to a separate bookkeeping account in the name
  of the Participant (the "Account"). The Participant's Account will reflect the
  shares of the Company's Common Stock or such other investments selected pursuant
  to the Plan based on the amount of Compensation deferred. The Participant's
  Account will be will be credited, or debited, as the case may be, based on the
  returns on the Company's Common Stock or such other investments as may be
  established pursuant to the Plan, or based upon earnings or losses incurred,
  pursuant to established procedures under the Plan. Dividends paid on the
  Company's Common Stock will be reflected in the Participant's Account by
  crediting the amount of shares of Common Stock equal to the value of dividend,
  based on the closing price of the Common Stock on the date the dividend is paid.
  The Participant's Account will also be adjusted periodically to reflect any
  stock splits or other adjustments to the Common Stock. All amounts in a
  Participant's Account will be vested immediately.
  
        Except for a Participant's designation of a beneficiary, no right or
  interest of a Participant in any amount deferred under the Plan is assignable or
  transferable or subject to anticipation by the Participant, and no right or
  interest of a Participant in any amounts credited to the Participant's Account
  under the Plan is subject to attachment, lien or other process, or to any claim,
  encumbrance, obligation or liability of the Participant except as required by
  law.
  
        The Obligations are not subject to redemption, in whole or in part, prior
  to the individual distribution dates specified by the participant, as allowed by
  the Plan, or through the operation of a mandatory or optional sinking fund or
  analogous provision. The Obligations are not convertible into another security
  of the Company. All or a portion of the Obligations are payable in shares of
  Common Stock of the Company. The Company reserves the right to amend or
  terminate the Plan at any time and from time to time, except that no such
  amendment
  
                                         2
  4
  
  or termination may, without the consent of the affected Participant, affect any
  of the Participant's rights with respect to the amount then credited to the
  Participant's Account.
  
        Except as stated above, the Obligations do not enjoy the benefit of any
  affirmative or negative pledges or covenants by the Company. The Company, on
  behalf of Employers, in its discretion, may maintain one or more grantor trusts
  to provide for the payment of benefits under the Plan. No trustee has been or
  will be appointed having the authority to take action with respect to the
  Obligations and each Participant will be responsible for acting independently
  with respect to, among other things, the giving of notices, responding to
  requests for consents, waivers or amendments pertaining to the Obligations,
  enforcing covenants and taking action upon default.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
  
        Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
        Section 145 of the General Corporation Law of the State of Delaware, as
  amended, provides that under certain circumstances a corporation may indemnify
  any person who was or is a party or is threatened to be made a party to any
  threatened, pending or completed action, suit or proceeding, whether civil,
  criminal, administrative or investigative, by reason of the fact that the person
  is or was a director, officer, employee or agent of the corporation or is or was
  serving at its request in this capacity in another corporation or business
  association, against expenses (including attorneys' fees), judgments, fines and
  amounts paid in settlement actually and reasonably incurred by this person in
  connection with the action, suit or proceeding if the person acted in good faith
  and in a manner the person reasonably believed to be in or not opposed to the
  best interests of the corporation and, with respect to any criminal action or
  proceeding, had no reasonable cause to believe the person's conduct was
  unlawful.
  
        In addition, pursuant to its Articles of Organization and Bylaws, the
  Company must indemnify its directors and officers against expenses (including
  judgments or amounts paid in settlement) incurred in any action, civil or
  criminal, to which the director or officer is a party by reason of any alleged
  act or failure to act in his capacity as such, except as to a matter as to which
  the director or officer shall have been finally adjudged not to have acted in
  good faith in the reasonable belief that his action was in the best interest of
  the corporation. The Company maintains directors and officers liability
  insurance for the benefit of its directors and certain of its officers and has
  entered into indemnification agreements with its directors and certain of its
  officers.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
  
        Not applicable.
  
  ITEM 8.  EXHIBITS
  
                                         3
  5
  
        The Exhibit Index attached to this Registration Statement is incorporated
  herein by reference.
  
  ITEM 9.  UNDERTAKINGS
  
        (a)  The undersigned Registrant hereby undertakes:
  
              (1) 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 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. Notwithstanding the foregoing,
              any increase or decrease in volume of securities offered (if the
              total dollar value of securities offered would not exceed that which
              was registered) and any deviation from the low or high end of the
              estimated maximum offering range may be reflected in the form of the
              prospectus filed with the Commission pursuant to Rule 424(b) if, in
              the aggregate, the changes in volume and price represent no more
              than a 20 percent change in the maximum aggregate offering price set
              forth in the "Calculation of Registration Fee" table in the
              effective 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 paragraphs (a)(l)(i) and (a)(l)(ii) do not apply
        if the registration statement is on Form S-3 or 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 Securities 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 offering 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 a post-effective
        amendment any of the securities being registered which remain unsold at
        the termination of the offering.
  
                                         4
  6
  
        (b) The undersigned Registrant hereby undertakes 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 this
  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.
  
        (c) Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the 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 Securities Act of 1933 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
  Securities Act of 1933 and will be governed by the final adjudication of such
  issue.
  
                                         5
  7
                                     SIGNATURES
  
        Pursuant to the requirements of the Securities Act of 1933, the Company
  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 New York, New York on the 31st day of May, 2001.
  
                                         TUCKER ANTHONY SUTRO
  
                                         By: /s/ John H. Goldsmith
                                            -------------------------------------
                                            Name: John H. Goldsmith
                                            Title:  Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
  under the heading "Signature" constitutes and appoints John H. Goldsmith and
  Kenneth S. Klipper as his or her true and lawful attorney-in-fact each acting
  alone, with full power of substitution and resubstitution, for him or her and in
  his or her name, place and stead, in any and all capacities to file this
  Registration Statement, to sign any or all amendments (including post-effective
  amendments) to this Registration Statement, or any other form that may be used
  from time to time with respect to the registration and issuance of Deferred
  Compensation Obligations under the Tucker Anthony Sutro Deferred Compensation
  Plan, and to file the same, with all exhibits thereto, and other documents in
  connection therewith, with the Securities and Exchange Commission, granting unto
  said attorney-in-fact 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 for all intents and purposes as he or she might or could do in person,
  hereby ratifying and confirming all that said attorney-in-fact, or his or her
  substitute, acting alone, may lawfully do or cause to be done by virtue hereof.
  
        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/ John H. Goldsmith           Chairman, Chief               May 31, 2001
  ----------------------------
         John H. Goldsmith        Executive Officer and
                                  Director (Principal
                                  Executive Officer)
  
  /s/ Kenneth S. Klipper          Executive Vice                May 31, 2001
  ----------------------------
        Kenneth S. Klipper        President and Chief
                                  Financial Officer
                                  (Principal Financial
                                  and Accounting Officer)
  8
  /s/ John F. Luikart             Director                      May 31, 2001
  ----------------------------
          John F. Luikart
  
  /s/ David P. Prokupek           Director                      May 31, 2001
  ----------------------------
         David P. Prokupek
  
  /s/ Mark T. Whaley              Director                      May 31, 2001
  ----------------------------
          Mark T. Whaley
  
  /s/ Robert H. Yevich            Director                      May 31, 2001
  ----------------------------
         Robert H. Yevich
  
  /s/ C. Hunter Boll              Director                      May 31, 2001
  ----------------------------
          C. Hunter Boll
  
  /s/ Winston J. Churchill        Director                      May 31, 2001
  ----------------------------
       Winston J. Churchill
  
  /s/ Thomas M. Hagerty           Director                      May 31, 2001
  ----------------------------
         Thomas M. Hagerty
  
  /s/ David V. Harkins            Director                      May 31, 2001
  ----------------------------
         David V. Harkins
  
  /s/ Hugh R. Harris              Director                      May 31, 2001
  ----------------------------
          Hugh R. Harris
  
  /s/ Seth W. Lawry               Director                      May 31, 2001
  ----------------------------
           Seth W. Lawry
  
  * By:
        ----------------------
        [                    ]
          ATTORNEY-IN-FACT
  9
  
                                    EXHIBIT INDEX
  EXHIBIT      DESCRIPTION
  NUMBER
  4            Tucker Anthony Sutro Deferred Compensation Plan
  
  5            Opinion of Wilmer, Cutler & Pickering as to the legality of the
               securities being registered
  
  23.1         Consent of Ernst & Young LLP
  
  23.2         Consent of Wilmer, Cutler & Pickering (included in Exhibit 5)
  
  24           Power of Attorney (included on signature pages of this
               Registration Statement)