content: <PAGE>   1
        As filed with the Securities and Exchange Commission on September 17, 1999
                                                     Registration No. 333-________
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                       -------
  
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                       -------
  
                                    M/A/R/C INC.
               (Exact name of registrant as specified in its charter)
  
  
  
              TEXAS                                              75-1781525
  (State or other jurisdiction of                             (I.R.S. Employer
   incorporation or organization)                             Identification No.)
  
  
                              7850 NORTH BELT LINE ROAD
                              IRVING, TEXAS 75063-6098
                      (Address of Principal Executive Offices)
  
                      THE M/A/R/C GROUP 1997 STOCK OPTION PLAN
                      (WITH LIMITED STOCK APPRECIATION RIGHTS)
                                         and
                           COMMON STOCK PURCHASE WARRANTS
                              (Full title of the plans)
  
                                       -------
  
  <TABLE>
  <S>                                                  <C>            <C>
                  Harold  R. Curtis                        Copy to:                Alan J. Perkins, Esq.
              Executive Vice President,                                           Gardere & Wynne, L.L.P.
  Chief Financial Officer, Secretary and Treasurer                                    1601 Elm Street
              7850 North Belt Line Road                                                 Suite 3000
              Irving, Texas 75063-6098                                             Dallas, Texas  75201
                   (972) 506-3400                                                     (214) 999-4683
  </TABLE>
  
            (Name and address, including zip code, and telephone number,
                     including area code, of agent for service)
  
                         CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ================================================================================================================================
                                                                    PROPOSED MAXIMUM      PROPOSED MAXIMUM
            TITLE OF SECURITIES                  AMOUNT TO BE      OFFERING PRICE PER    AGGREGATE OFFERING         AMOUNT OF
             TO BE REGISTERED                   REGISTERED(1)           SHARE                 PRICE (1)         REGISTRATION FEE
  --------------------------------------------------------------------------------------------------------------------------------
  <S>                                         <C>                 <C>                   <C>                    <C>
  Common Stock, $1.00 par value               500,000 shares(2)      $14.03125(2)           $7,262,264 (2)          $2,018.91
  --------------------------------------------------------------------------------------------------------------------------------
  Common Stock, $1.00 par value               107,500 shares(3)      $15.04(3)              $1,616,600                 449.41
  --------------------------------------------------------------------------------------------------------------------------------
  Totals                                                                                                            $2,468.32
  ================================================================================================================================
  </TABLE>
  
  (1)    There are also registered hereby such indeterminate number of shares of
         Common Stock as may become issuable by reason of the operation of the
         anti-dilution provisions of The M/A/R/C Group 1997 Stock Option Plan
         (With Limited Stock Appreciation Rights) and the Common Stock Purchase
         Warrants.
  
  (2)    Calculated pursuant to Rule 457(h), based on the prices at which
         outstanding options may be exercised (as to 469,150 shares, which range
         from $10.75 per share to $15.25 per share) and the average of the high
         and low prices reported for the Common Stock on September 14, 1999 on the
         NASDAQ National Market System (as to 30,850 shares for which the exercise
         price is not known).
  
  (3)    Calculated pursuant to Rule 457(h), based on the prices at which
         outstanding warrants may be exercised, which range from $11.00 per share
         to $16.00 per share.
  
  
  <PAGE>   2
  
  
  
                                       PART I
  
                  INFORMATION REQUIRED IN THE SECTION 10 PROSPECTUS
  
  ITEM 1. PLAN INFORMATION.*
  
  ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
  
           *Information required by Part I to be contained in the Section 10(a)
           prospectus is omitted from this Registration Statement in accordance
           with Rule 428 under the Securities Act of 1933, as amended (the
           "Securities Act"), and the Note to Part I of Form S-8.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
           The following documents filed by M/A/R/C Inc. (the "Registrant") with
  the Securities and Exchange Commission (the "Commission") are incorporated by
  reference in this Registration Statement.
  
           (1)      The Registrant's Annual Report on Form 10-K for the fiscal
                    year ended December 31, 1998, filed pursuant to Section 13(a)
                    of the Securities Exchange Act of 1934, as amended (the
                    "Exchange Act") (File No. 0-13217);
  
           (2)      All other reports filed by the Registrant pursuant to Section
                    13(a) or 15(d) of the Exchange Act since December 31, 1998;
                    and
  
           (3)      The description of the Registrant's Common Stock contained in
                    the Registrant's Registration Statement on Form 8-A, as filed
                    with the Commission on February 19, 1985, including any
                    amendments or reports filed for the purpose of updating such
                    description.
  
           In addition, all documents subsequently filed by the Registrant
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
  the 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 hereof from the date of filing of such documents.
  
  ITEM 4. DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Registrant, a Texas corporation, is empowered by Art. 2.02-1 of the
  Texas Business Corporation Act (the "TBCA"), subject to the procedures and
  limitations stated therein, to indemnify certain persons, including any person
  who was, is or is threatened to be made a named defendant or respondent in an
  action, suit or proceeding because the person is or was a director or officer,
  against judgments, penalties (including excise and similar taxes), fines,
  settlements and reasonable expenses (including court costs and attorneys' fees)
  actually incurred by the person in connection with the action, suit or
  proceeding. The Registrant is required by Art. 2.02-1 to indemnify a director or
  officer against reasonable expenses (including court costs and attorneys' fees)
  incurred by him in connection with an action, suit or
  
                                        II-1
  
  <PAGE>   3
  
  
  
  proceeding in which he is a named defendant or respondent because he is or was a
  director or officer if he has been wholly successful, on the merits or
  otherwise, in the defense of the action, suit or proceeding. Article 2.02-1
  provides that indemnification pursuant to its provisions is not exclusive of
  other rights of indemnification to which a person may be entitled under any
  bylaw, agreement, vote of shareholders or disinterested directors, or otherwise.
  The Restated Bylaws of the Registrant contain indemnification provisions
  consistent with the TBCA. The Restated Articles of Incorporation of the
  Registrant provide for indemnification by the Registrant of its directors and
  officers to the fullest extent permitted by the TBCA. In addition, the
  Registrant has, pursuant to Article 1302-7.06 of the Texas Miscellaneous
  Corporation Laws Act, provided in its Restated Articles of Incorporation that,
  to the fullest extent permitted by applicable law, a director of the Registrant
  shall not be liable to the Registrant or its shareholders for monetary damages
  for an act or omission in a director's capacity as director of the Registrant.
  The Registrant also maintains an insurance policy insuring its directors and
  officers against liability for certain acts and omissions while acting in their
  official capacities.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8. EXHIBITS.
  
           4.1      The M/A/R/C Group 1997 Stock Option Plan (With Limited Stock
                    Appreciation Rights)
  
           4.2      Form of M/A/R/C Inc. Key Employee Incentive Stock Option
                    Agreement
  
           4.3      Warrant Certificate No. 27
  
           4.4      Warrant Certificate No. 30
  
           4.5      Warrant Certificate No. 31
  
           4.6      Warrant Certificate No. 32
  
           4.7      Warrant Certificate No. 33
  
           5.1      Opinion of Gardere & Wynne, L.L.P.
  
          23.1      Consent of PricewaterhouseCoopers LLP
  
          23.2      Consent of Gardere & Wynne, L.L.P. (included as part of
                    Exhibit 5.1)
  
          24.1      Power of Attorney (set forth on the signature pages of this
                    Registration Statement)
  
  ITEM 9. UNDERTAKINGS.
  
           The undersigned Registrant hereby undertakes:
  
                    (1) To file, during any period in which offers or sales are
           being made of the securities registered hereby, a post-effective
           amendment to this Registration Statement:
  
                             (i)      To include any prospectus required by
                                      Section 10(a)(3) of the Securities Act of
                                      1933;
  
                             (ii)     To reflect in the prospectus any facts or
                                      events arising after the effective date of
                                      this Registration Statement (or the most
                                      recent post-effective amendment thereof)
                                      which, individually or in the aggregate,
                                      represent a fundamental change in the
                                      information set forth in this Registration
                                      Statement;
  
  
                                        II-2
  
  <PAGE>   4
  
  
  
                             (iii)    To include any material information with
                                      respect to the plan of distribution not
                                      previously disclosed in this Registration
                                      Statement or any material change to such
                                      information in this Registration Statement;
  
           provided, however, that the undertakings set forth in paragraphs (1)(i)
           and (1)(ii) above do not apply if the information required to be
           included in a post-effective amendment by these paragraphs is contained
           in periodic reports filed 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.
  
           The undersigned Registrant hereby further 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.
  
           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.
  
  
  
                                        II-3
  
  <PAGE>   5
  
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Irving, State of Texas, on September 16, 1999.
  
                                 M/A/R/C INC.
                                 (Registrant)
  
  
                                 By: /s/ Sharon M. Munger
                                     ---------------------------------------------
                                     Sharon M. Munger, Chairman of the Board and
                                     Chief Executive Officer
  
           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears in this Registration Statement in any capacity hereby constitutes and
  appoints Sharon M. Munger and Harold R. Curtis and each of them (with full power
  in each of them to act alone), his true and lawful attorney-in-fact and agent,
  with full power of substitution, for him and in his name, place and stead, in
  any and all capacities, to sign any and all amendments (including post-effective
  amendments) to this Registration Statement and to file the same with the
  Securities and Exchange Commission, with all exhibits thereto, and other
  documents in connection therewith, granting unto said attorneys-in-fact and
  agents, full power and authority to do and perform each and every act and thing
  requisite or desirable.
  
           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 September 16, 1999.
  
  <TABLE>
  <CAPTION>
        Name                                                    Title
        ----                                                    -----
  <S>                                                         <C>
  
  /s/ Sharon M. Munger                                          Chairman of the Board and Chief Executive Officer
  ------------------------------------------                    (Principal Executive Officer)
  Sharon M. Munger
  
  
  /s/ Jack D. Wolf                                              President, Chief Operating Officer and Director
  ------------------------------------------
  Jack D. Wolf
  
  
  /s/ Harold R. Curtis                                          Executive Vice President, Chief Financial Officer,
  ------------------------------------------                    Secretary and Treasurer
  Harold R. Curtis                                              (Principal Financial and Accounting Officer)
  
  
  /s/ Cecil B. Phillips                                         Director and Chairman Emeritus
  ------------------------------------------
  Cecil B. Phillips
  
  
  /s/ Elmer L. Taylor, Jr.                                      Director and Vice Chairman of the Board
  ------------------------------------------
  Elmer L. Taylor, Jr.
  </TABLE>
  
  
  
                                        II-4
  
  <PAGE>   6
  
  
  
  
  
  
  <TABLE>
  <S>                                                         <C>
  /s/ Rolan G. Tucker                                           Director
  ------------------------------------------
  Rolan G. Tucker
  
  
  /s/ Edward R. Anderson                                        Director
  ------------------------------------------
  Edward R. Anderson
  
  
  /s/ John H. Friedman                                          Director
  ------------------------------------------
  John H. Friedman
  
  
  /s/ Thomas J. Vacchiano, Jr.                                  Director
  ------------------------------------------
  Thomas J. Vacchiano, Jr.
  </TABLE>
  
  
  
  
                                        II-5
  
  <PAGE>   7
  
  
  
                                  INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
          Exhibit
          Number                      Description
          ------                      -----------
  <S>                      <C>
           4.1               The M/A/R/C Group 1997 Stock Option Plan (With
                             Limited Stock Appreciation Rights)
  
           4.2               Form of M/A/R/C Inc. Key Employee Incentive Stock
                             Option Agreement
  
           4.3               Warrant Certificate No. 27
  
           4.4               Warrant Certificate No. 30
  
           4.5               Warrant Certificate No. 31
  
           4.6               Warrant Certificate No. 32
  
           4.7               Warrant Certificate No. 33
  
           5.1               Opinion of Gardere & Wynne, L.L.P.
  
          23.1               Consent of PricewaterhouseCoopers LLP
  
          23.2               Consent of Gardere & Wynne, L.L.P. (included as part
                             of Exhibit 5.1)
  
          24.1               Power of Attorney (set forth on the signature pages
                             of this Registration Statement)
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19577}]
metadata_filer: {"company-data": {"conformed-name": "MARC GROUP", "cik": "0000356287", "assigned-sic": "8700", "irs-number": "751781525", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87359", "film-number": "99713543"}, "business-address": {"street1": "7850 N BELT LINE RD", "street2": "P O BOX 650083", "city": "IRVING", "state": "TX", "zip": "75063", "phone": "2145063400"}, "mail-address": {"street1": "7850 N BELT LINE RD", "street2": "P O BOX 650083", "city": "IRVING", "state": "TX", "zip": "75063"}, "former-company": [{"former-conformed-name": "M/A/R/C INC", "date-changed": "19930602"}, {"former-conformed-name": "MARC INC", "date-changed": "19920324"}, {"former-conformed-name": "ALLCOM INC", "date-changed": "19841202"}]}
text: 1
        As filed with the Securities and Exchange Commission on September 17, 1999
                                                     Registration No. 333-________
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                       -------
  
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                       -------
  
                                    M/A/R/C INC.
               (Exact name of registrant as specified in its charter)
  
              TEXAS                                              75-1781525
  (State or other jurisdiction of                             (I.R.S. Employer
   incorporation or organization)                             Identification No.)
  
                              7850 NORTH BELT LINE ROAD
                              IRVING, TEXAS 75063-6098
                      (Address of Principal Executive Offices)
  
                      THE M/A/R/C GROUP 1997 STOCK OPTION PLAN
                      (WITH LIMITED STOCK APPRECIATION RIGHTS)
                                         and
                           COMMON STOCK PURCHASE WARRANTS
                              (Full title of the plans)
  
                                       -------
  Harold  R. Curtis                        Copy to:                Alan J. Perkins, Esq.
              Executive Vice President,                                           Gardere & Wynne, L.L.P.
  Chief Financial Officer, Secretary and Treasurer                                    1601 Elm Street
              7850 North Belt Line Road                                                 Suite 3000
              Irving, Texas 75063-6098                                             Dallas, Texas  75201
                   (972) 506-3400                                                     (214) 999-4683
  (Name and address, including zip code, and telephone number,
                     including area code, of agent for service)
  
                         CALCULATION OF REGISTRATION FEE
  ================================================================================================================================
                                                                    PROPOSED MAXIMUM      PROPOSED MAXIMUM
            TITLE OF SECURITIES                  AMOUNT TO BE      OFFERING PRICE PER    AGGREGATE OFFERING         AMOUNT OF
             TO BE REGISTERED                   REGISTERED(1)           SHARE                 PRICE (1)         REGISTRATION FEE
  --------------------------------------------------------------------------------------------------------------------------------
  Common Stock, $1.00 par value               500,000 shares(2)      $14.03125(2)           $7,262,264 (2)          $2,018.91
  --------------------------------------------------------------------------------------------------------------------------------
  Common Stock, $1.00 par value               107,500 shares(3)      $15.04(3)              $1,616,600                 449.41
  --------------------------------------------------------------------------------------------------------------------------------
  Totals                                                                                                            $2,468.32
  ================================================================================================================================
  (1)    There are also registered hereby such indeterminate number of shares of
         Common Stock as may become issuable by reason of the operation of the
         anti-dilution provisions of The M/A/R/C Group 1997 Stock Option Plan
         (With Limited Stock Appreciation Rights) and the Common Stock Purchase
         Warrants.
  
  (2)    Calculated pursuant to Rule 457(h), based on the prices at which
         outstanding options may be exercised (as to 469,150 shares, which range
         from $10.75 per share to $15.25 per share) and the average of the high
         and low prices reported for the Common Stock on September 14, 1999 on the
         NASDAQ National Market System (as to 30,850 shares for which the exercise
         price is not known).
  
  (3)    Calculated pursuant to Rule 457(h), based on the prices at which
         outstanding warrants may be exercised, which range from $11.00 per share
         to $16.00 per share.
  2
  
                                       PART I
  
                  INFORMATION REQUIRED IN THE SECTION 10 PROSPECTUS
  
  ITEM 1. PLAN INFORMATION.*
  
  ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
  
           *Information required by Part I to be contained in the Section 10(a)
           prospectus is omitted from this Registration Statement in accordance
           with Rule 428 under the Securities Act of 1933, as amended (the
           "Securities Act"), and the Note to Part I of Form S-8.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
           The following documents filed by M/A/R/C Inc. (the "Registrant") with
  the Securities and Exchange Commission (the "Commission") are incorporated by
  reference in this Registration Statement.
  
           (1)      The Registrant's Annual Report on Form 10-K for the fiscal
                    year ended December 31, 1998, filed pursuant to Section 13(a)
                    of the Securities Exchange Act of 1934, as amended (the
                    "Exchange Act") (File No. 0-13217);
  
           (2)      All other reports filed by the Registrant pursuant to Section
                    13(a) or 15(d) of the Exchange Act since December 31, 1998;
                    and
  
           (3)      The description of the Registrant's Common Stock contained in
                    the Registrant's Registration Statement on Form 8-A, as filed
                    with the Commission on February 19, 1985, including any
                    amendments or reports filed for the purpose of updating such
                    description.
  
           In addition, all documents subsequently filed by the Registrant
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
  the 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 hereof from the date of filing of such documents.
  
  ITEM 4. DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Registrant, a Texas corporation, is empowered by Art. 2.02-1 of the
  Texas Business Corporation Act (the "TBCA"), subject to the procedures and
  limitations stated therein, to indemnify certain persons, including any person
  who was, is or is threatened to be made a named defendant or respondent in an
  action, suit or proceeding because the person is or was a director or officer,
  against judgments, penalties (including excise and similar taxes), fines,
  settlements and reasonable expenses (including court costs and attorneys' fees)
  actually incurred by the person in connection with the action, suit or
  proceeding. The Registrant is required by Art. 2.02-1 to indemnify a director or
  officer against reasonable expenses (including court costs and attorneys' fees)
  incurred by him in connection with an action, suit or
  
                                        II-1
  3
  
  proceeding in which he is a named defendant or respondent because he is or was a
  director or officer if he has been wholly successful, on the merits or
  otherwise, in the defense of the action, suit or proceeding. Article 2.02-1
  provides that indemnification pursuant to its provisions is not exclusive of
  other rights of indemnification to which a person may be entitled under any
  bylaw, agreement, vote of shareholders or disinterested directors, or otherwise.
  The Restated Bylaws of the Registrant contain indemnification provisions
  consistent with the TBCA. The Restated Articles of Incorporation of the
  Registrant provide for indemnification by the Registrant of its directors and
  officers to the fullest extent permitted by the TBCA. In addition, the
  Registrant has, pursuant to Article 1302-7.06 of the Texas Miscellaneous
  Corporation Laws Act, provided in its Restated Articles of Incorporation that,
  to the fullest extent permitted by applicable law, a director of the Registrant
  shall not be liable to the Registrant or its shareholders for monetary damages
  for an act or omission in a director's capacity as director of the Registrant.
  The Registrant also maintains an insurance policy insuring its directors and
  officers against liability for certain acts and omissions while acting in their
  official capacities.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8. EXHIBITS.
  
           4.1      The M/A/R/C Group 1997 Stock Option Plan (With Limited Stock
                    Appreciation Rights)
  
           4.2      Form of M/A/R/C Inc. Key Employee Incentive Stock Option
                    Agreement
  
           4.3      Warrant Certificate No. 27
  
           4.4      Warrant Certificate No. 30
  
           4.5      Warrant Certificate No. 31
  
           4.6      Warrant Certificate No. 32
  
           4.7      Warrant Certificate No. 33
  
           5.1      Opinion of Gardere & Wynne, L.L.P.
  
          23.1      Consent of PricewaterhouseCoopers LLP
  
          23.2      Consent of Gardere & Wynne, L.L.P. (included as part of
                    Exhibit 5.1)
  
          24.1      Power of Attorney (set forth on the signature pages of this
                    Registration Statement)
  
  ITEM 9. UNDERTAKINGS.
  
           The undersigned Registrant hereby undertakes:
  
                    (1) To file, during any period in which offers or sales are
           being made of the securities registered hereby, a post-effective
           amendment to this Registration Statement:
  
                             (i)      To include any prospectus required by
                                      Section 10(a)(3) of the Securities Act of
                                      1933;
  
                             (ii)     To reflect in the prospectus any facts or
                                      events arising after the effective date of
                                      this Registration Statement (or the most
                                      recent post-effective amendment thereof)
                                      which, individually or in the aggregate,
                                      represent a fundamental change in the
                                      information set forth in this Registration
                                      Statement;
  
                                        II-2
  4
  
                             (iii)    To include any material information with
                                      respect to the plan of distribution not
                                      previously disclosed in this Registration
                                      Statement or any material change to such
                                      information in this Registration Statement;
  
           provided, however, that the undertakings set forth in paragraphs (1)(i)
           and (1)(ii) above do not apply if the information required to be
           included in a post-effective amendment by these paragraphs is contained
           in periodic reports filed 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.
  
           The undersigned Registrant hereby further 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.
  
           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.
  
                                        II-3
  5
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Irving, State of Texas, on September 16, 1999.
  
                                 M/A/R/C INC.
                                 (Registrant)
  
                                 By: /s/ Sharon M. Munger
                                     ---------------------------------------------
                                     Sharon M. Munger, Chairman of the Board and
                                     Chief Executive Officer
  
           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears in this Registration Statement in any capacity hereby constitutes and
  appoints Sharon M. Munger and Harold R. Curtis and each of them (with full power
  in each of them to act alone), his true and lawful attorney-in-fact and agent,
  with full power of substitution, for him and in his name, place and stead, in
  any and all capacities, to sign any and all amendments (including post-effective
  amendments) to this Registration Statement and to file the same with the
  Securities and Exchange Commission, with all exhibits thereto, and other
  documents in connection therewith, granting unto said attorneys-in-fact and
  agents, full power and authority to do and perform each and every act and thing
  requisite or desirable.
  
           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 September 16, 1999.
  Name                                                    Title
        ----                                                    -----
  /s/ Sharon M. Munger                                          Chairman of the Board and Chief Executive Officer
  ------------------------------------------                    (Principal Executive Officer)
  Sharon M. Munger
  
  /s/ Jack D. Wolf                                              President, Chief Operating Officer and Director
  ------------------------------------------
  Jack D. Wolf
  
  /s/ Harold R. Curtis                                          Executive Vice President, Chief Financial Officer,
  ------------------------------------------                    Secretary and Treasurer
  Harold R. Curtis                                              (Principal Financial and Accounting Officer)
  
  /s/ Cecil B. Phillips                                         Director and Chairman Emeritus
  ------------------------------------------
  Cecil B. Phillips
  
  /s/ Elmer L. Taylor, Jr.                                      Director and Vice Chairman of the Board
  ------------------------------------------
  Elmer L. Taylor, Jr.
  II-4
  6
  /s/ Rolan G. Tucker                                           Director
  ------------------------------------------
  Rolan G. Tucker
  
  /s/ Edward R. Anderson                                        Director
  ------------------------------------------
  Edward R. Anderson
  
  /s/ John H. Friedman                                          Director
  ------------------------------------------
  John H. Friedman
  
  /s/ Thomas J. Vacchiano, Jr.                                  Director
  ------------------------------------------
  Thomas J. Vacchiano, Jr.
  II-5
  7
  
                                  INDEX TO EXHIBITS
  Exhibit
          Number                      Description
          ------                      -----------
  4.1               The M/A/R/C Group 1997 Stock Option Plan (With
                             Limited Stock Appreciation Rights)
  
           4.2               Form of M/A/R/C Inc. Key Employee Incentive Stock
                             Option Agreement
  
           4.3               Warrant Certificate No. 27
  
           4.4               Warrant Certificate No. 30
  
           4.5               Warrant Certificate No. 31
  
           4.6               Warrant Certificate No. 32
  
           4.7               Warrant Certificate No. 33
  
           5.1               Opinion of Gardere & Wynne, L.L.P.
  
          23.1               Consent of PricewaterhouseCoopers LLP
  
          23.2               Consent of Gardere & Wynne, L.L.P. (included as part
                             of Exhibit 5.1)
  
          24.1               Power of Attorney (set forth on the signature pages
                             of this Registration Statement)