As filed with the Securities and Exchange Commission on April 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. EMPLOYEE STOCK PURCHASE 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)
                             ----------------------
<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 Share(1)             Price (1)           Registration Fee
-------------------------- ---------------------- ----------------------- ----------------------- -----------------------
-------------------------- ---------------------- ----------------------- ----------------------- -----------------------
Class A Common Stock,          500,000 shares            $15.40625               $7,703,125               $2,142
par value $0.01 per
share
-------------------------- ---------------------- ----------------------- ----------------------- -----------------------

(1)   Estimated  solely for the  purpose of  calculating  the  registration  fee
      pursuant to Rule 457(c) and (h) under the Securities Act of 1933 and based
      upon the  average  of the  high  and low  reported  market  prices  of the
      Registrant's  Class A Common  Stock  as  reported  on the New  York  Stock
      Exchange on April 7, 1999.

(2)   This Registration  Statement also relates to such indeterminate  number of
      additional shares as may be issuable pursuant to anti-dilution  provisions
      of the Unigraphics Solutions Inc. Employee Stock Purchase Plan.

</TABLE>

                                      II-1
<PAGE>
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

Unigraphics   Solutions  Inc.  (the  "Company"  or  the   "registrant")   hereby
incorporates  by  reference  into  this  Registration  Statement  the  following
documents:

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

      2. 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 (File No. 333-48261).

      All  documents  subsequently  filed by the  Company  pursuant  to Sections
13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as amended,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered hereunder 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.

      Any statement  contained in this Registration  Statement,  in an amendment
hereto or in a  document  incorporated  or deemed to be  incorporated  herein by
reference  shall be deemed to be modified  or  superseded  for  purposes of this
Registration Statement to the extent that a statement contained herein or in any
other  subsequently filed document which also is or is deemed to be incorporated
herein by reference  modifies or  supersedes  such  statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

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 1,150 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 


                                       II-2
<PAGE>

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
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


                                       II-3
<PAGE>
                                      

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.

      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 statutes.


Item 7.  Exemption From Registration Claimed.

      Not applicable.

Item 8.  Exhibits.

      Reference is made to the Exhibit Index.

Item 9.  Undertakings.

      (a)  The undersigned registrant hereby undertakes:

            (1) To file,  during any  period in which  offers or sales are being
made, a post-effective amendment to this registration statement:

                  (i)  To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

                  (ii) To reflect in the  prospectus any facts or events arising
after the  effective  date of this  Registration  Statement  (or the most recent
post-effective  amendment  hereof)  which,  individually  or in  the  aggregate,
represent a fundamental change in the information set forth in this 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;



                                       II-4
<PAGE>



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 those
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 the 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.

      (b) The undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 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 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.

      (c)  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the 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 being 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  of whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-5

<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 March
31, 1999.

                                    UNIGRAPHICS SOLUTIONS INC.


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


                                 POWER OF ATTORNEY

      Each person whose signature appears below hereby  constitutes and appoints
John J. Mazzola, Douglas E. Barnett and J. Randall Walti (with full power to act
alone), his or her true and lawful attorney in fact and agent for him or her and
on his or her  behalf and in his or her 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 exhibits and any and
all other documents filed with respect thereto, with the Securities and Exchange
Commission (or any other  governmental or regulatory  authority),  granting unto
said attorney,  full power and authority to do and to perform each and every act
and thing  requisite and necessary to be done in and about the premises in order
to  effectuate  the same as fully to all intents and purposes as he or she might
or could do if personally present, hereby ratifying and confirming all that said
attorney  in fact and  agent,  may  lawfully  do or  cause to be done by  virtue
hereof.

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

     Name                          Title                             Date



  /s/ John Mazzola         President, Chief Executive             March 31, 1999
------------------------   Officer and Director (Principal
    John J. Mazzola        Executive Officer)



 /s/ Jeffrey M. Heller     Chairman of the Board and Director     March 31, 1999
------------------------   
    Jeffrey M. Heller


 /s/ Gary B. Moore         Vice Chairman of the Board             March 31, 1999
------------------------   and Director 
    Gary B. Moore


 /s/ Douglas E. Barnett    Vice President and Chief               March 31, 1999
-----------------------    Financial Officer and Secretary
Douglas E. Barnett         (Principal Financial and Accounting  
                           Officer)

  /s/ John A. Adams        Director                               March 31, 1999
-----------------------
   John A. Adams




                                      II-6
<PAGE>


  /s/ J. Davis Hamlin      Director                               March 31, 1999
-----------------------
    J. Davis Hamlin


 /s/ Leo J. Thomas         Director                               March 31, 1999
-----------------------
    Leo J. Thomas


 /s/ William P. Weber      Director                               March 31, 1999
-----------------------
   William P. Weber


                                       II-7
<PAGE>

                             UNIGRAPHICS SOLUTIONS INC.

                                    EXHIBIT INDEX
Exhibit
Number                               Description

  4.1                Unigraphics Solutions Inc. Employee Stock Purchase Plan

  5.1                Opinion of  J. Randall Walti, General Counsel

 23.1                Consent of KPMG LLP

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

 24.1                Power of Attorney (included in Signature Page)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 26422}]
{"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": "333-75979", "film-number": "99590304"}, "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 April 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. EMPLOYEE STOCK PURCHASE 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)
                             ----------------------
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 Share(1)             Price (1)           Registration Fee
-------------------------- ---------------------- ----------------------- ----------------------- -----------------------
-------------------------- ---------------------- ----------------------- ----------------------- -----------------------
Class A Common Stock,          500,000 shares            $15.40625               $7,703,125               $2,142
par value $0.01 per
share
-------------------------- ---------------------- ----------------------- ----------------------- -----------------------

(1)   Estimated  solely for the  purpose of  calculating  the  registration  fee
      pursuant to Rule 457(c) and (h) under the Securities Act of 1933 and based
      upon the  average  of the  high  and low  reported  market  prices  of the
      Registrant's  Class A Common  Stock  as  reported  on the New  York  Stock
      Exchange on April 7, 1999.

(2)   This Registration  Statement also relates to such indeterminate  number of
      additional shares as may be issuable pursuant to anti-dilution  provisions
      of the Unigraphics Solutions Inc. Employee Stock Purchase Plan.
II-1
PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

Unigraphics   Solutions  Inc.  (the  "Company"  or  the   "registrant")   hereby
incorporates  by  reference  into  this  Registration  Statement  the  following
documents:

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

      2. 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 (File No. 333-48261).

      All  documents  subsequently  filed by the  Company  pursuant  to Sections
13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as amended,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered hereunder 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.

      Any statement  contained in this Registration  Statement,  in an amendment
hereto or in a  document  incorporated  or deemed to be  incorporated  herein by
reference  shall be deemed to be modified  or  superseded  for  purposes of this
Registration Statement to the extent that a statement contained herein or in any
other  subsequently filed document which also is or is deemed to be incorporated
herein by reference  modifies or  supersedes  such  statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

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 1,150 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 

                                       II-2
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
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

                                       II-3
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.

      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 statutes.

Item 7.  Exemption From Registration Claimed.

      Not applicable.

Item 8.  Exhibits.

      Reference is made to the Exhibit Index.

Item 9.  Undertakings.

      (a)  The undersigned registrant hereby undertakes:

            (1) To file,  during any  period in which  offers or sales are being
made, a post-effective amendment to this registration statement:

                  (i)  To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

                  (ii) To reflect in the  prospectus any facts or events arising
after the  effective  date of this  Registration  Statement  (or the most recent
post-effective  amendment  hereof)  which,  individually  or in  the  aggregate,
represent a fundamental change in the information set forth in this 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;

                                       II-4
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 those
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 the 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.

      (b) The undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 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 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.

      (c)  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the 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 being 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  of whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-5
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 March
31, 1999.

                                    UNIGRAPHICS SOLUTIONS INC.

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

                                 POWER OF ATTORNEY

      Each person whose signature appears below hereby  constitutes and appoints
John J. Mazzola, Douglas E. Barnett and J. Randall Walti (with full power to act
alone), his or her true and lawful attorney in fact and agent for him or her and
on his or her  behalf and in his or her 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 exhibits and any and
all other documents filed with respect thereto, with the Securities and Exchange
Commission (or any other  governmental or regulatory  authority),  granting unto
said attorney,  full power and authority to do and to perform each and every act
and thing  requisite and necessary to be done in and about the premises in order
to  effectuate  the same as fully to all intents and purposes as he or she might
or could do if personally present, hereby ratifying and confirming all that said
attorney  in fact and  agent,  may  lawfully  do or  cause to be done by  virtue
hereof.

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

     Name                          Title                             Date

  /s/ John Mazzola         President, Chief Executive             March 31, 1999
------------------------   Officer and Director (Principal
    John J. Mazzola        Executive Officer)

 /s/ Jeffrey M. Heller     Chairman of the Board and Director     March 31, 1999
------------------------   
    Jeffrey M. Heller

 /s/ Gary B. Moore         Vice Chairman of the Board             March 31, 1999
------------------------   and Director 
    Gary B. Moore

 /s/ Douglas E. Barnett    Vice President and Chief               March 31, 1999
-----------------------    Financial Officer and Secretary
Douglas E. Barnett         (Principal Financial and Accounting  
                           Officer)

  /s/ John A. Adams        Director                               March 31, 1999
-----------------------
   John A. Adams

                                      II-6
/s/ J. Davis Hamlin      Director                               March 31, 1999
-----------------------
    J. Davis Hamlin

 /s/ Leo J. Thomas         Director                               March 31, 1999
-----------------------
    Leo J. Thomas

 /s/ William P. Weber      Director                               March 31, 1999
-----------------------
   William P. Weber

                                       II-7
UNIGRAPHICS SOLUTIONS INC.

                                    EXHIBIT INDEX
Exhibit
Number                               Description

  4.1                Unigraphics Solutions Inc. Employee Stock Purchase Plan

  5.1                Opinion of  J. Randall Walti, General Counsel

 23.1                Consent of KPMG LLP

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

 24.1                Power of Attorney (included in Signature Page)