As filed with the Securities and Exchange Commission on November 9, 1999
                                                    Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933


                           UNIGRAPHICS SOLUTIONS INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                   75-2728894
    (State or other jurisdiction of         (I.R.S. Employer Identification No.)
    incorporation or organization)

                              13736 Riverport Drive
                      Maryland Heights, Missouri 63043-4826
          (Address, including zip code, of principal executive offices)

           UNIGRAPHICS SOLUTIONS INC. 1999 BROAD-BASED INCENTIVE PLAN
                            (Full Title of the Plan)

                                 John J. Mazzola
                      President and Chief Executive Officer
                           Unigraphics Solutions Inc.
          13736 Riverport Drive, Maryland Heights, Missouri 63043-4826
                                 (314) 344-5900
                      (Name, address and telephone number,
                   including area code, of agent for service)

                             ----------------------
                    Please Send Copies of Communications to:
                              R. Randall Wang, Esq.
                                 Bryan Cave LLP
                       One Metropolitan Square, Suite 3600
                         St. Louis, Missouri 63102-2750
                                 (314) 259-2000

    Approximate date of commencement of the proposed sale of the securities:
 As soon as practicable after the effective date of this Registration Statement.

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
-------------------------- ---------------------- ----------------------- ----------------------- -----------------------
<S>                        <C>                    <C>                     <C>                     <C>
                                                     Proposed Maximum         Proposed Maximum
Title of Securities          Amount to be             Offering Price          Aggregate Offering        Amount of
to be Registered             Registered               Per Interest(1)           Price (1)(2)         Registration Fee
-------------------------- ---------------------- ----------------------- ----------------------- -----------------------
-------------------------- ---------------------- ----------------------- ----------------------- -----------------------
Class A Common Stock,          750,000 shares            $24.3668              $18,275,156.25            $5,080.00
$0.01 par value per
share(2)
-------------------------- ---------------------- ----------------------- ----------------------- -----------------------
<FN>
(1)    Estimated  solely for the purpose of calculating  the  registration  fee.
       Proposed  maximum  offering  price  represents  (i) the weighted  average
       exercise price per share based on the exercise  price of options  already
       granted  and (ii) the  average  of the high and low prices of the Class A
       Common  Stock as reported  on the New York Stock  Exchange on November 3,
       1999 with respect to securities for which options have not  been granted,
       in  accordance  with Rules 457(c) and  457(h) of  the  Securities  Act of
       1933, as amended.

(2)    This Registration Statement also covers such additional shares of Class A
       Common Stock as may be issuable  pursuant to the antidilution  provisions
       of the plan.
</FN>
</TABLE>


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         As permitted by the rules of the  Securities  and Exchange  Commission,
this  Registration  Statement omits the information  specified in Part I of Form
S-8.  The  documents  containing  the  information  specified  in Part I of this
Registration  Statement will be sent or given to eligible employees as specified
by Rule 428(b)  promulgated  under the  Securities  Act of 1933, as amended (the
"Securities  Act").  Such  documents are not being filed with the Securities and
Exchange  Commission  (the  "Commission")  either  as part of this  Registration
Statement or as  prospectuses  or  prospectus  supplements  pursuant to Rule 424
promulgated under the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents have been filed by Unigraphics  Solutions Inc.
with the  Securities  and  Exchange  Commission  (the  "Commission")  under  the
Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and are
incorporated herein by reference:

         -        The  Company's  Annual  Report on Form 10-K for the year ended
                  December 31, 1998.

         -        The  Company's  Quarterly  Reports  on Form 10-Q for the three
                  months ended March 31, 1999 and June 30, 1999.

         -        The  description  of the Class A Common  Stock as contained in
                  the Company's Registration Statement on Form 8-A dated May 21,
                  1998,  which  incorporates  by reference the section  entitled
                  "Description  of Capital  Stock"  contained in the  Prospectus
                  filed as part of the Company's  Registration Statement on Form
                  S-1, as amended (File No. 333-48261).

         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  herein and to be a part hereof from the date of
filing of such  documents.  Any  statement  contained  herein  or in a  document
incorporated, or deemed to be incorporated, by reference herein, shall be deemed
to be modified or superseded for purposes  hereof to the extent that a statement
contained  herein  or in any  other  subsequently  filed  document  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.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         J.  Randall  Walti,  General  Counsel of the  Company,  has rendered an
opinion as to the legality of the Class A Common Stock being registered  hereby.
Mr. Walti owns 201 shares of Class A Common Stock and options to acquire  25,000
shares of Class A Common Stock.

Item 6.  Indemnification of Directors and Officers.

         Section  145 of the  General  Corporation  Law of the State of Delaware
(the "DGCL")  provides that a Delaware  corporation may indemnify  directors and
officers and certain other individuals  against expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred  by any such  person in  connection  with any  threatened,  pending  or
completed action, suit or proceeding (other than an action by or in the right of
the  corporation)  in which such  person is  involved  because  such person is a
director or officer of the  corporation,  if such person acted in good faith and

<PAGE>

in a manner that such 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 that such person's  conduct was
unlawful.  No  indemnification  shall be made to an officer or director or other
qualified individual if such person shall have been adjudged to be liable to the
corporation  unless  such  person  acted in good faith and in a manner that such
person  reasonably  believed to be in or not opposed to the best interest of the
corporation  and only to the  extent  the  Court  of  Chancery  of the  State of
Delaware or the court in which such action or suit was brought,  determined that
despite the  adjudication  of  liability  such  person is fairly and  reasonably
entitled to such indemnification.  If such person is successful on the merits or
otherwise in defense of any action,  Section 145 of the DGCL  provides that such
person shall be indemnified against expenses including  attorneys' fees actually
and  reasonably  incurred  by  that  person  in  connection  therewith.  Section
102(b)(7)  of the DGCL  provides  that the  liability  of a director  may not be
limited or eliminated for the breach of such  director's  duty of loyalty to the
corporation  or its  stockholders,  for  such  director's  intentional  acts  or
omissions not in good faith,  for such director's  concurrence in or vote for an
unlawful  payment of a dividend or unlawful  stock purchase or redemption or for
any improper personal benefit derived by the director from any transaction.

         The Company's  Certificate  of  Incorporation  provides that a director
shall not be  personally  liable  for  monetary  damages  to the  Company or its
stockholders  for breach of 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  paying a
dividend or  approving a stock  repurchase  in  violation  of Section 174 of the
DGCL, or (iv) for any  transaction  from which the director  derived an improper
personal benefit.  Any amendment or repeal of such provision shall not adversely
affect any right or protection of a director  existing  under such provision for
any act or omission occurring prior to such amendment or repeal.

         The Company's Bylaws provide that the Company will 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 he or she is or was
or has agreed to serve at the request of the Company as a director or officer of
the  Company,  or is or was serving or has agreed to serve at the request of the
Company as a director  or officer  of another  corporation,  partnership,  joint
venture,  trust or other enterprise,  or by reason of any action alleged to have
been taken or omitted in such capacity.  The Company's  Bylaws  further  provide
that  the  Company  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 he or she is or was or has agreed to become an  employee
or agent of the  Company,  or is or was  serving  or has  agreed to serve at the
request  of  the  Company  as an  employee  or  agent  of  another  corporation,
partnership,  joint  venture,  trust or other  enterprise,  or by  reason of any
action alleged to have been taken or omitted in such capacity.

         The indemnification referred to in the preceding paragraph will be from
and against expenses (including attorneys' fees),  judgments,  fines and amounts
paid in settlement  actually and reasonably incurred by the indemnitee or on his
or her behalf in connection with such action,  suit or proceeding and any appeal
therefrom. However, such indemnification will only be provided if the indemnitee
acted in good faith and in a manner he or she  reasonably  believed  to be in or
not  opposed to the best  interests  of the  Company  and,  with  respect to any
criminal action,  suit or proceeding,  had no reasonable cause to believe his or
her conduct was unlawful.  Notwithstanding  the preceding two sentences,  in the
case of an  action  or suit by or in the  right  of the  Company  to  procure  a
judgment in its favor (a) the indemnification referred to in this paragraph will
be limited to expenses  (including  attorneys'  fees)  actually  and  reasonably
incurred by such person in the defense or settlement of such action or suit, and
(b) no indemnification  will be made in respect of any claim, issue or matter as
to which such person will have been adjudged to be liable to the Company unless,
and only to the extent  that,  the  Delaware  Court of Chancery (or the court in
which such action or suit was brought) determines upon application that, despite
the adjudication of liability but in view of all the  circumstances of the case,
such person is fairly and  reasonably  entitled to indemnity  for such  expenses
which the Delaware Court of Chancery (or such other court) deems proper.  To the
extent  that a  director,  officer,  employee  or agent of the  Company has been
successful  on the  merits  or  otherwise  in  defense  of any  action,  suit or
proceeding  referred  to above  or in  defense  of any  claim,  issue or  matter
therein, he or she will be indemnified  against expenses  (including  attorneys'
fees)  actually and reasonable  incurred by him or her in connection  therewith.
Expenses  incurred  by a director  or officer in  defending  a civil or criminal
action,  suit or proceeding  will be paid by the Company in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by

                                      II-2
<PAGE>

or on  behalf  of the  director  or  officer  to repay  such  amount  if it will
ultimately be determined that he or she is not entitled to be indemnified by the
Company.  Such  expenses  incurred by other  employees and agents may be so paid
upon  such  terms  and  conditions,  if any,  as the  Board of  Directors  deems
appropriate.

         The indemnification  described in the preceding two paragraphs will not
be deemed  exclusive  of any  other  rights to which  those  indemnified  may be
entitled  under any Bylaw,  agreement,  vote of  stockholders  or  disinterested
directors or otherwise, both as to action in his or her official capacity and as
to action in another  capacity while holding such office,  will continue as to a
person  who has ceased to be a  director,  officer,  employee  or agent and will
inure to the  benefit  of the  heirs,  executors  and  administrators  of such a
person.

         The Company will  maintain  insurance on behalf of any person who is or
was or has  agreed to serve at the  request  of the  Company  as a  director  or
officer of the Company,  or is or was serving at the request of the Company as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against, and incurred by, him or
her or on his or her behalf in any such  capacity,  or arising out of his or her
status as such, whether or not the Company would have the power to indemnify him
or her against such  liability  under the  provisions  of the Bylaws;  provided,
however,   such  insurance  must  be  available  on  acceptable   terms,   which
determination shall be made by a vote of a majority of the Board of Directors.

         The  Company  has  entered   into   Indemnification   Agreements   (the
"Indemnification  Agreements")  with its  directors  and certain of its officers
(the  "Indemnitees").  Under the terms of the  Indemnification  Agreements,  the
Company  has  generally  agreed to  indemnify,  and  advance  expenses  to, each
Indemnitee to the fullest extent permitted by applicable law on the date of such
agreements and to such greater  extent as applicable law may thereafter  permit.
In addition, the Indemnification Agreements contain specific provisions pursuant
to which the Company has agreed to indemnify each  Indemnitee (i) if such person
is, by reason of his or her status as a director, nominee for director, officer,
agent or  fiduciary  of the  Company or of any other  corporation,  partnership,
joint venture,  trust, employee benefit plan or other enterprise with which such
person  was  serving  at the  request  of the  Company  (any such  status  being
hereinafter referred to as a "Corporate Status"),  made or threatened to be made
a party to any  threatened,  pending or  completed  action,  suit,  arbitration,
alternative  dispute  resolution  mechanism,  investigation  or other proceeding
(each,  a  "Proceeding"),  other  than a  Proceeding  by or in the  right of the
Company,  (ii) if such person is, by reason of his or her Corporate Status, made
or threatened to be made a party to any Proceeding brought by or in the right of
the Company to procure a judgment in its favor,  except that no  indemnification
shall be made in respect of any claim,  issue or matter in such Proceeding as to
which such  Indemnitee  shall have been  adjudged to be liable to the Company if
applicable  law prohibits  such  indemnification  (unless and only to the extent
that a court shall otherwise  determine),  (iii) against  expenses  actually and
reasonably  incurred by such person or on his or her behalf in  connection  with
any  Proceeding to which such  Indemnitee  was or is a party by reason of his or
her Corporate  Status and in which such Indemnitee is successful,  on the merits
or otherwise,  (iv) against  expenses  actually and reasonably  incurred by such
person or on his or her behalf in  connection  with a  Proceeding  to the extent
that such Indemnitee is, by reason of his or her Corporate  Status, a witness or
otherwise  participates  in any  Proceeding  at a time when such person is not a
party  in the  Proceeding  and (v)  against  expenses  actually  and  reasonably
incurred  by  such  person  in any  judicial  adjudication  of or any  award  in
arbitration to enforce his or her rights under the Indemnification Agreements.

         Furthermore,  under the terms of the  Indemnification  Agreements,  the
Company has agreed to pay all reasonable expenses incurred by or on behalf of an
Indemnitee in connection with any Proceeding, whether brought by or in the right
of the Company or  otherwise,  in advance of any  determination  with respect to
entitlement  to  indemnification  and  within 15 days  after the  receipt by the
Company of a written request from such  Indemnitee for such payment.  In each of
the  Indemnification  Agreements,  the Indemnitee has agreed that he or she will
reimburse  and repay the Company for any expenses so advanced to the extent that
it  shall  ultimately  be  determined  that  he or  she is  not  entitled  to be
indemnified by the Company against such expenses. The Indemnification Agreements
also include  provisions that specify the procedures and presumptions  which are
to be employed to determine whether an Indemnitee is entitled to indemnification
thereunder.  In some  cases,  the  nature  of the  procedures  specified  in the
Indemnification  Agreements  varies  depending  on whether  there has occurred a
"Change in  Control"  (as  defined  in the  Indemnification  Agreements)  of the
Company.

                                      II-3
<PAGE>

         The above discussion of the Company's  Certificate of Incorporation and
Bylaws,  the  Indemnification  Agreements and Sections  102(b)(7) and 145 of the
DGCL is not  intended to be  exhaustive  and is  respectively  qualified  in its
entirety by such documents and statute.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         Reference is made to the Exhibit Index filed herewith.

Item 9.  Undertakings.

         The undersigned registrant hereby undertakes as follows:

         (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;

                  (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; and

                  (iii) to include any material  information with respect to the
plan of distribution not previously  disclosed in the registration  statement or
any material change to such information in the registration statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included  in a  post-effective  amendment  by  the
foregoing  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.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, 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) That,  for  purposes  of  determining   any  liability   under  the
Securities  Act,  each  filing of the  registrant's  annual  report  pursuant to
Section 13(a) or 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.

         Insofar as indemnification for liabilities arising under the Securities
Act 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 Commission 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  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 and will be  governed by the final
adjudication of such issue.

                                      II-4
<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
undersigned  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 Maryland Heights, State of Missouri on November
8, 1999.

                                        UNIGRAPHICS SOLUTIONS INC.


                                        By:    /s/ John J. Mazzola
                                           ------------------------
                                           John J. Mazzola
                                           President and Chief Executive Officer

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


     Name                          Title                             Date



/s/ Jeffrey M. Heller      Chairman of the Board of             November 8, 1999
------------------------   Directors
Jeffrey M. Heller


/s/ Richard L. deNey       Vice Chairman of the Board of        November 8, 1999
------------------------   Directors
Richard L. deNey


/s/ John J. Mazzola        President, Chief Executive           November 8, 1999
------------------------   Officer and Director (Principal
John J. Mazzola            Executive Officer)


/s/ Douglas E. Barnett     Vice President and Chief Financial   November 8, 1999
------------------------   Officer (Principal Financial and
Douglas E. Barnett         Accounting Officer)


/s/ John A. Adams          Director                             November 8, 1999
------------------------
John A. Adams


/s/ Paul J. Chiapparone    Director                             November 8, 1999
------------------------
Paul J. Chiapparone


/s/ J. Davis Hamlin        Director                             November 8, 1999
------------------------
J. Davis Hamlin


/s/ Leo J. Thomas          Director                             November 8, 1999
------------------------
Leo J. Thomas


/s/ William P. Weber       Director                             November 8, 1999
------------------------
William P. Weber




                                      II-5
<PAGE>


                                  EXHIBIT INDEX


    Exhibit          Description

    4.1              Unigraphics Solutions Inc. 1999 Broad-Based Incentive Plan

    5.1              Opinion of J. Randall Walti, General Counsel of Unigraphics
                     Solutions Inc.

    23.1             Consent of KPMG LLP

    23.2             Consent of  J. Randall Walti, General  Counsel (included in
                     Exhibit 5.1)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 26561}]
{"company-data": {"conformed-name": "UNIGRAPHICS SOLUTIONS INC", "cik": "0001055246", "assigned-sic": "7372", "irs-number": "752728894", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90641", "film-number": "99744575"}, "business-address": {"street1": "13736 RIVERPORT DR", "city": "ST LOUIS", "state": "MO", "zip": "63043", "phone": "3143448244"}, "mail-address": {"street1": "5400 LEGACY DRIVE", "street2": "H3-3D-05", "city": "PLANO", "state": "TX", "zip": "75024"}}
As filed with the Securities and Exchange Commission on November 9, 1999
                                                    Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                           UNIGRAPHICS SOLUTIONS INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                   75-2728894
    (State or other jurisdiction of         (I.R.S. Employer Identification No.)
    incorporation or organization)

                              13736 Riverport Drive
                      Maryland Heights, Missouri 63043-4826
          (Address, including zip code, of principal executive offices)

           UNIGRAPHICS SOLUTIONS INC. 1999 BROAD-BASED INCENTIVE PLAN
                            (Full Title of the Plan)

                                 John J. Mazzola
                      President and Chief Executive Officer
                           Unigraphics Solutions Inc.
          13736 Riverport Drive, Maryland Heights, Missouri 63043-4826
                                 (314) 344-5900
                      (Name, address and telephone number,
                   including area code, of agent for service)

                             ----------------------
                    Please Send Copies of Communications to:
                              R. Randall Wang, Esq.
                                 Bryan Cave LLP
                       One Metropolitan Square, Suite 3600
                         St. Louis, Missouri 63102-2750
                                 (314) 259-2000

    Approximate date of commencement of the proposed sale of the securities:
 As soon as practicable after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
-------------------------- ---------------------- ----------------------- ----------------------- -----------------------
Proposed Maximum         Proposed Maximum
Title of Securities          Amount to be             Offering Price          Aggregate Offering        Amount of
to be Registered             Registered               Per Interest(1)           Price (1)(2)         Registration Fee
-------------------------- ---------------------- ----------------------- ----------------------- -----------------------
-------------------------- ---------------------- ----------------------- ----------------------- -----------------------
Class A Common Stock,          750,000 shares            $24.3668              $18,275,156.25            $5,080.00
$0.01 par value per
share(2)
-------------------------- ---------------------- ----------------------- ----------------------- -----------------------
(1)    Estimated  solely for the purpose of calculating  the  registration  fee.
       Proposed  maximum  offering  price  represents  (i) the weighted  average
       exercise price per share based on the exercise  price of options  already
       granted  and (ii) the  average  of the high and low prices of the Class A
       Common  Stock as reported  on the New York Stock  Exchange on November 3,
       1999 with respect to securities for which options have not  been granted,
       in  accordance  with Rules 457(c) and  457(h) of  the  Securities  Act of
       1933, as amended.

(2)    This Registration Statement also covers such additional shares of Class A
       Common Stock as may be issuable  pursuant to the antidilution  provisions
       of the plan.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         As permitted by the rules of the  Securities  and Exchange  Commission,
this  Registration  Statement omits the information  specified in Part I of Form
S-8.  The  documents  containing  the  information  specified  in Part I of this
Registration  Statement will be sent or given to eligible employees as specified
by Rule 428(b)  promulgated  under the  Securities  Act of 1933, as amended (the
"Securities  Act").  Such  documents are not being filed with the Securities and
Exchange  Commission  (the  "Commission")  either  as part of this  Registration
Statement or as  prospectuses  or  prospectus  supplements  pursuant to Rule 424
promulgated under the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents have been filed by Unigraphics  Solutions Inc.
with the  Securities  and  Exchange  Commission  (the  "Commission")  under  the
Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and are
incorporated herein by reference:

         -        The  Company's  Annual  Report on Form 10-K for the year ended
                  December 31, 1998.

         -        The  Company's  Quarterly  Reports  on Form 10-Q for the three
                  months ended March 31, 1999 and June 30, 1999.

         -        The  description  of the Class A Common  Stock as contained in
                  the Company's Registration Statement on Form 8-A dated May 21,
                  1998,  which  incorporates  by reference the section  entitled
                  "Description  of Capital  Stock"  contained in the  Prospectus
                  filed as part of the Company's  Registration Statement on Form
                  S-1, as amended (File No. 333-48261).

         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  herein and to be a part hereof from the date of
filing of such  documents.  Any  statement  contained  herein  or in a  document
incorporated, or deemed to be incorporated, by reference herein, shall be deemed
to be modified or superseded for purposes  hereof to the extent that a statement
contained  herein  or in any  other  subsequently  filed  document  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.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         J.  Randall  Walti,  General  Counsel of the  Company,  has rendered an
opinion as to the legality of the Class A Common Stock being registered  hereby.
Mr. Walti owns 201 shares of Class A Common Stock and options to acquire  25,000
shares of Class A Common Stock.

Item 6.  Indemnification of Directors and Officers.

         Section  145 of the  General  Corporation  Law of the State of Delaware
(the "DGCL")  provides that a Delaware  corporation may indemnify  directors and
officers and certain other individuals  against expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred  by any such  person in  connection  with any  threatened,  pending  or
completed action, suit or proceeding (other than an action by or in the right of
the  corporation)  in which such  person is  involved  because  such person is a
director or officer of the  corporation,  if such person acted in good faith and
in a manner that such 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 that such person's  conduct was
unlawful.  No  indemnification  shall be made to an officer or director or other
qualified individual if such person shall have been adjudged to be liable to the
corporation  unless  such  person  acted in good faith and in a manner that such
person  reasonably  believed to be in or not opposed to the best interest of the
corporation  and only to the  extent  the  Court  of  Chancery  of the  State of
Delaware or the court in which such action or suit was brought,  determined that
despite the  adjudication  of  liability  such  person is fairly and  reasonably
entitled to such indemnification.  If such person is successful on the merits or
otherwise in defense of any action,  Section 145 of the DGCL  provides that such
person shall be indemnified against expenses including  attorneys' fees actually
and  reasonably  incurred  by  that  person  in  connection  therewith.  Section
102(b)(7)  of the DGCL  provides  that the  liability  of a director  may not be
limited or eliminated for the breach of such  director's  duty of loyalty to the
corporation  or its  stockholders,  for  such  director's  intentional  acts  or
omissions not in good faith,  for such director's  concurrence in or vote for an
unlawful  payment of a dividend or unlawful  stock purchase or redemption or for
any improper personal benefit derived by the director from any transaction.

         The Company's  Certificate  of  Incorporation  provides that a director
shall not be  personally  liable  for  monetary  damages  to the  Company or its
stockholders  for breach of 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  paying a
dividend or  approving a stock  repurchase  in  violation  of Section 174 of the
DGCL, or (iv) for any  transaction  from which the director  derived an improper
personal benefit.  Any amendment or repeal of such provision shall not adversely
affect any right or protection of a director  existing  under such provision for
any act or omission occurring prior to such amendment or repeal.

         The Company's Bylaws provide that the Company will 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 he or she is or was
or has agreed to serve at the request of the Company as a director or officer of
the  Company,  or is or was serving or has agreed to serve at the request of the
Company as a director  or officer  of another  corporation,  partnership,  joint
venture,  trust or other enterprise,  or by reason of any action alleged to have
been taken or omitted in such capacity.  The Company's  Bylaws  further  provide
that  the  Company  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 he or she is or was or has agreed to become an  employee
or agent of the  Company,  or is or was  serving  or has  agreed to serve at the
request  of  the  Company  as an  employee  or  agent  of  another  corporation,
partnership,  joint  venture,  trust or other  enterprise,  or by  reason of any
action alleged to have been taken or omitted in such capacity.

         The indemnification referred to in the preceding paragraph will be from
and against expenses (including attorneys' fees),  judgments,  fines and amounts
paid in settlement  actually and reasonably incurred by the indemnitee or on his
or her behalf in connection with such action,  suit or proceeding and any appeal
therefrom. However, such indemnification will only be provided if the indemnitee
acted in good faith and in a manner he or she  reasonably  believed  to be in or
not  opposed to the best  interests  of the  Company  and,  with  respect to any
criminal action,  suit or proceeding,  had no reasonable cause to believe his or
her conduct was unlawful.  Notwithstanding  the preceding two sentences,  in the
case of an  action  or suit by or in the  right  of the  Company  to  procure  a
judgment in its favor (a) the indemnification referred to in this paragraph will
be limited to expenses  (including  attorneys'  fees)  actually  and  reasonably
incurred by such person in the defense or settlement of such action or suit, and
(b) no indemnification  will be made in respect of any claim, issue or matter as
to which such person will have been adjudged to be liable to the Company unless,
and only to the extent  that,  the  Delaware  Court of Chancery (or the court in
which such action or suit was brought) determines upon application that, despite
the adjudication of liability but in view of all the  circumstances of the case,
such person is fairly and  reasonably  entitled to indemnity  for such  expenses
which the Delaware Court of Chancery (or such other court) deems proper.  To the
extent  that a  director,  officer,  employee  or agent of the  Company has been
successful  on the  merits  or  otherwise  in  defense  of any  action,  suit or
proceeding  referred  to above  or in  defense  of any  claim,  issue or  matter
therein, he or she will be indemnified  against expenses  (including  attorneys'
fees)  actually and reasonable  incurred by him or her in connection  therewith.
Expenses  incurred  by a director  or officer in  defending  a civil or criminal
action,  suit or proceeding  will be paid by the Company in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by

                                      II-2
or on  behalf  of the  director  or  officer  to repay  such  amount  if it will
ultimately be determined that he or she is not entitled to be indemnified by the
Company.  Such  expenses  incurred by other  employees and agents may be so paid
upon  such  terms  and  conditions,  if any,  as the  Board of  Directors  deems
appropriate.

         The indemnification  described in the preceding two paragraphs will not
be deemed  exclusive  of any  other  rights to which  those  indemnified  may be
entitled  under any Bylaw,  agreement,  vote of  stockholders  or  disinterested
directors or otherwise, both as to action in his or her official capacity and as
to action in another  capacity while holding such office,  will continue as to a
person  who has ceased to be a  director,  officer,  employee  or agent and will
inure to the  benefit  of the  heirs,  executors  and  administrators  of such a
person.

         The Company will  maintain  insurance on behalf of any person who is or
was or has  agreed to serve at the  request  of the  Company  as a  director  or
officer of the Company,  or is or was serving at the request of the Company as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against, and incurred by, him or
her or on his or her behalf in any such  capacity,  or arising out of his or her
status as such, whether or not the Company would have the power to indemnify him
or her against such  liability  under the  provisions  of the Bylaws;  provided,
however,   such  insurance  must  be  available  on  acceptable   terms,   which
determination shall be made by a vote of a majority of the Board of Directors.

         The  Company  has  entered   into   Indemnification   Agreements   (the
"Indemnification  Agreements")  with its  directors  and certain of its officers
(the  "Indemnitees").  Under the terms of the  Indemnification  Agreements,  the
Company  has  generally  agreed to  indemnify,  and  advance  expenses  to, each
Indemnitee to the fullest extent permitted by applicable law on the date of such
agreements and to such greater  extent as applicable law may thereafter  permit.
In addition, the Indemnification Agreements contain specific provisions pursuant
to which the Company has agreed to indemnify each  Indemnitee (i) if such person
is, by reason of his or her status as a director, nominee for director, officer,
agent or  fiduciary  of the  Company or of any other  corporation,  partnership,
joint venture,  trust, employee benefit plan or other enterprise with which such
person  was  serving  at the  request  of the  Company  (any such  status  being
hereinafter referred to as a "Corporate Status"),  made or threatened to be made
a party to any  threatened,  pending or  completed  action,  suit,  arbitration,
alternative  dispute  resolution  mechanism,  investigation  or other proceeding
(each,  a  "Proceeding"),  other  than a  Proceeding  by or in the  right of the
Company,  (ii) if such person is, by reason of his or her Corporate Status, made
or threatened to be made a party to any Proceeding brought by or in the right of
the Company to procure a judgment in its favor,  except that no  indemnification
shall be made in respect of any claim,  issue or matter in such Proceeding as to
which such  Indemnitee  shall have been  adjudged to be liable to the Company if
applicable  law prohibits  such  indemnification  (unless and only to the extent
that a court shall otherwise  determine),  (iii) against  expenses  actually and
reasonably  incurred by such person or on his or her behalf in  connection  with
any  Proceeding to which such  Indemnitee  was or is a party by reason of his or
her Corporate  Status and in which such Indemnitee is successful,  on the merits
or otherwise,  (iv) against  expenses  actually and reasonably  incurred by such
person or on his or her behalf in  connection  with a  Proceeding  to the extent
that such Indemnitee is, by reason of his or her Corporate  Status, a witness or
otherwise  participates  in any  Proceeding  at a time when such person is not a
party  in the  Proceeding  and (v)  against  expenses  actually  and  reasonably
incurred  by  such  person  in any  judicial  adjudication  of or any  award  in
arbitration to enforce his or her rights under the Indemnification Agreements.

         Furthermore,  under the terms of the  Indemnification  Agreements,  the
Company has agreed to pay all reasonable expenses incurred by or on behalf of an
Indemnitee in connection with any Proceeding, whether brought by or in the right
of the Company or  otherwise,  in advance of any  determination  with respect to
entitlement  to  indemnification  and  within 15 days  after the  receipt by the
Company of a written request from such  Indemnitee for such payment.  In each of
the  Indemnification  Agreements,  the Indemnitee has agreed that he or she will
reimburse  and repay the Company for any expenses so advanced to the extent that
it  shall  ultimately  be  determined  that  he or  she is  not  entitled  to be
indemnified by the Company against such expenses. The Indemnification Agreements
also include  provisions that specify the procedures and presumptions  which are
to be employed to determine whether an Indemnitee is entitled to indemnification
thereunder.  In some  cases,  the  nature  of the  procedures  specified  in the
Indemnification  Agreements  varies  depending  on whether  there has occurred a
"Change in  Control"  (as  defined  in the  Indemnification  Agreements)  of the
Company.

                                      II-3
The above discussion of the Company's  Certificate of Incorporation and
Bylaws,  the  Indemnification  Agreements and Sections  102(b)(7) and 145 of the
DGCL is not  intended to be  exhaustive  and is  respectively  qualified  in its
entirety by such documents and statute.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         Reference is made to the Exhibit Index filed herewith.

Item 9.  Undertakings.

         The undersigned registrant hereby undertakes as follows:

         (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;

                  (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; and

                  (iii) to include any material  information with respect to the
plan of distribution not previously  disclosed in the registration  statement or
any material change to such information in the registration statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included  in a  post-effective  amendment  by  the
foregoing  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.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, 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) That,  for  purposes  of  determining   any  liability   under  the
Securities  Act,  each  filing of the  registrant's  annual  report  pursuant to
Section 13(a) or 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.

         Insofar as indemnification for liabilities arising under the Securities
Act 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 Commission 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  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 and will be  governed by the final
adjudication of such issue.

                                      II-4
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
undersigned  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 Maryland Heights, State of Missouri on November
8, 1999.

                                        UNIGRAPHICS SOLUTIONS INC.

                                        By:    /s/ John J. Mazzola
                                           ------------------------
                                           John J. Mazzola
                                           President and Chief Executive Officer

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

     Name                          Title                             Date

/s/ Jeffrey M. Heller      Chairman of the Board of             November 8, 1999
------------------------   Directors
Jeffrey M. Heller

/s/ Richard L. deNey       Vice Chairman of the Board of        November 8, 1999
------------------------   Directors
Richard L. deNey

/s/ John J. Mazzola        President, Chief Executive           November 8, 1999
------------------------   Officer and Director (Principal
John J. Mazzola            Executive Officer)

/s/ Douglas E. Barnett     Vice President and Chief Financial   November 8, 1999
------------------------   Officer (Principal Financial and
Douglas E. Barnett         Accounting Officer)

/s/ John A. Adams          Director                             November 8, 1999
------------------------
John A. Adams

/s/ Paul J. Chiapparone    Director                             November 8, 1999
------------------------
Paul J. Chiapparone

/s/ J. Davis Hamlin        Director                             November 8, 1999
------------------------
J. Davis Hamlin

/s/ Leo J. Thomas          Director                             November 8, 1999
------------------------
Leo J. Thomas

/s/ William P. Weber       Director                             November 8, 1999
------------------------
William P. Weber

                                      II-5
EXHIBIT INDEX

    Exhibit          Description

    4.1              Unigraphics Solutions Inc. 1999 Broad-Based Incentive Plan

    5.1              Opinion of J. Randall Walti, General Counsel of Unigraphics
                     Solutions Inc.

    23.1             Consent of KPMG LLP

    23.2             Consent of  J. Randall Walti, General  Counsel (included in
                     Exhibit 5.1)