As filed with the Securities and Exchange Commission on March 28, 2000
                                                      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
                        (State or Other Jurisdiction of
                         Incorporation or Organization)

                                   75-2728894
                     (I.R.S. Employer Identification Number)

                            13736 Riverport Drive
                          Maryland Heights, MO 63043
                    (Address of Principal Executive Offices)

               UNIGRAPHICS SOLUTIONS INC. EXECUTIVE DEFERRAL 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, including Zip Code 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>
                            Amount       Proposed Maximum     Proposed Maximum    Amount of
Title of Securities         to be         Offering Price      Aggregate Offering Registration
  to be Registered       Registered      Per Interest(1)         Price(1)(3)         Fee
=============================================================================================
  Deferred Compensation   $5,000,000         100%                 $5,000,000       $1,320
  Obligations (2)

  Class A Common
  Stock, $0.01 par       500,000 shares     $30.531             $15,265,500        $4,030
  value per share(3)
=============================================================================================
<FN>
(1)    Estimated  solely for the purpose of calculating  the  registration  fee.
       Proposed  maximum  offering price  represents the average of the high and
       low prices of the Class A Common  Stock as reported on the New York Stock
       Exchange on March 23, 2000 in accordance  with Rules 457(c) and 457(h) of
       the Securities Act of 1933, as amended.

(2)    The  Deferred  Compensation  Obligations  are  unsecured  obligations  of
       Unigraphics  Solutions Inc. to pay deferred compensation in the future in
       accordance  with the terms of the  Unigraphics  Solutions Inc.  Executive
       Deferral Plan (the "Plan").
<PAGE>


(3)    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, June 30, 1999 and September 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.

         The  following  description  of the Deferred  Compensation  Obligations
registered hereunder is qualified by reference to the Unigraphics  Solutions Inc
Executive Deferral Plan (the "Plan"). A copy of the Plan is filed as Exhibit 4.1
to this Registration Statement.

         The  Deferred  Compensation  Obligations  (the  "Obligations")  will be
unsecured general obligations of the Registrant to pay the deferred compensation
of and Registrant  contributions to eligible  management and highly  compensated
employees of the  Registrant  and its  subsidiaries  in the future in accordance
with the  terms of the  Plan.  The  Obligations  will rank  equally  with  other
unsecured and  unsubordinated  indebtedness  of the Registrant from time to time
outstanding.

         The amount of compensation to be deferred by each Plan participant will
be determined in accordance with the Plan based on elections by the participant.
The Registrant will establish an account on behalf of each participant, to which
the   Registrant   will  credit  any  deferred   compensation   and   Registrant
contributions   in  accordance  with  the  Plan.  The  portion  of  the  account
attributable to deferred base salary (including  performance payments) and bonus
compensation  will be credited (or  debited)  with income (or loss) based upon a

                                      II-1
<PAGE>

hypothetical investment in one or more of the investment options available under
the Plan, which include a hypothetical investment in Class A Common Stock of the
Registrant  and a  fixed-income  equivalent  which is equal to the 30-year  U.S.
Treasury  bond  yield rate as of the first  business  day of  September  for the
following calendar year plus 50 basis points, as chosen by each participant. The
portion of the  account  attributable  to  deferred  restricted  stock units and
Registrant  contributions  will be invested in units representing Class A Common
Stock of the  Registrant.  All amounts  credited to a  particpant's  account are
fully  vested.  However the amounts may be subject to  forfeiture  in accordance
with  the  Plan.  Except  for  amounts  invested  in the  Class A  Common  Stock
Equivalent  Fund, each account will be payable by negotiable check or other cash
equivalent  upon  the  participant's  retirement,  termination,  death  or other
date(s)   determined  in  accordance   with  the  Plan.  Upon  approval  by  the
shareholders,  amounts in a participant's account invested in the Class A Common
Stock  Equivalent  Fund  will be  distributed  in the form of  shares of Class A
Common Stock.

         Participants   and  their   beneficiaries   may  not   voluntarily   or
involuntarily  transfer,  alienate or assign their interests under the Plan, and
such  interests are not subject to attachment,  execution,  garnishment or other
such equitable or legal process.

         The  Compensation  Committee  of the  Registrant's  Board of  Directors
administering  the  Plan may  amend,  alter  or  terminate  the Plan at any time
without the prior approval of the Board of Directors;  provided that,  following
the  occurrence  of a change in control,  no  amendment  may be made without the
written  consent of the Board,  except for  amendments  necessary to comply with
applicable law.

Item 5.  Interests of Named Experts and Counsel.

         J. Randall Walti, Vice President,  General Counsel and Secretary of the
Company,  has rendered an opinion as to the legality of the Class A Common Stock
being  registered  hereby.  Mr. Walti is paid a salary and bonus by the Company,
participates in certain of the Company's employee benefit plans, and owns shares
of Class A Common Stock and options to acquire 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

                                      II-2
<PAGE>

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.

         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

                                      II-3
<PAGE>

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.

         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-4
<PAGE>

             (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-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 27,
2000.

                                       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,  the
following   persons  in  the  capacities   indicated   below  have  signed  this
Registration Statement below.
<TABLE>
<S>                              <C>                                                 <C>


/s/ Jeffrey M. Heller                   Chairman of the Board of Director            March 27, 2000
---------------------------
Jeffrey M. Heller


/s/ Richard L. deNey                 Vice Chairman of the Board of Directors         March 27, 2000
---------------------------
Richard L. deNey


/s/ John J. Mazzola              President, Chief Executive Officer and Director     March 27, 2000
---------------------------
John J. Mazzola                           (Principal Executive Officer)


/s/ Douglas E. Barnett              Vice President and Chief Financial Officer       March 27, 2000
---------------------------
Douglas E. Barnett                 (Principal Financial and Accounting Officer)


/s/ John A. Adams                                    Director                        March 27, 2000
------------------
John A. Adams


/s/ Paul J. Chiapparone                              Director                        March 27, 2000
---------------------------
Paul J. Chiapparone


/s/ J. Davis Hamlin                                  Director                        March 27, 2000
---------------------------
J. Davis Hamlin


/s/ Leo J. Thomas                                    Director                        March 27, 2000
---------------------------
Leo J. Thomas


/s/ William P. Weber                                 Director                        March 27, 2000
---------------------------
William P. Weber

</TABLE>

                                      II-6
<PAGE>



                                  EXHIBIT INDEX


      Exhibit      Description

      4.1          Unigraphics Solutions Inc. Executive Deferral Plan

      5.1          Opinion  of J. Randall Walti, Vice President, General Counsel
                   and Secretary of Unigraphics Solutions Inc.

      23.1         Consent of KPMG LLP

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



                                      II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 RE: EXECUTIVE DEFERRAL PLAN", "secsgml_size_bytes": 30082}]
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As filed with the Securities and Exchange Commission on March 28, 2000
                                                      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
                        (State or Other Jurisdiction of
                         Incorporation or Organization)

                                   75-2728894
                     (I.R.S. Employer Identification Number)

                            13736 Riverport Drive
                          Maryland Heights, MO 63043
                    (Address of Principal Executive Offices)

               UNIGRAPHICS SOLUTIONS INC. EXECUTIVE DEFERRAL 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, including Zip Code 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
=============================================================================================
Amount       Proposed Maximum     Proposed Maximum    Amount of
Title of Securities         to be         Offering Price      Aggregate Offering Registration
  to be Registered       Registered      Per Interest(1)         Price(1)(3)         Fee
=============================================================================================
  Deferred Compensation   $5,000,000         100%                 $5,000,000       $1,320
  Obligations (2)

  Class A Common
  Stock, $0.01 par       500,000 shares     $30.531             $15,265,500        $4,030
  value per share(3)
=============================================================================================
(1)    Estimated  solely for the purpose of calculating  the  registration  fee.
       Proposed  maximum  offering price  represents the average of the high and
       low prices of the Class A Common  Stock as reported on the New York Stock
       Exchange on March 23, 2000 in accordance  with Rules 457(c) and 457(h) of
       the Securities Act of 1933, as amended.

(2)    The  Deferred  Compensation  Obligations  are  unsecured  obligations  of
       Unigraphics  Solutions Inc. to pay deferred compensation in the future in
       accordance  with the terms of the  Unigraphics  Solutions Inc.  Executive
       Deferral Plan (the "Plan").
(3)    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, June 30, 1999 and September 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.

         The  following  description  of the Deferred  Compensation  Obligations
registered hereunder is qualified by reference to the Unigraphics  Solutions Inc
Executive Deferral Plan (the "Plan"). A copy of the Plan is filed as Exhibit 4.1
to this Registration Statement.

         The  Deferred  Compensation  Obligations  (the  "Obligations")  will be
unsecured general obligations of the Registrant to pay the deferred compensation
of and Registrant  contributions to eligible  management and highly  compensated
employees of the  Registrant  and its  subsidiaries  in the future in accordance
with the  terms of the  Plan.  The  Obligations  will rank  equally  with  other
unsecured and  unsubordinated  indebtedness  of the Registrant from time to time
outstanding.

         The amount of compensation to be deferred by each Plan participant will
be determined in accordance with the Plan based on elections by the participant.
The Registrant will establish an account on behalf of each participant, to which
the   Registrant   will  credit  any  deferred   compensation   and   Registrant
contributions   in  accordance  with  the  Plan.  The  portion  of  the  account
attributable to deferred base salary (including  performance payments) and bonus
compensation  will be credited (or  debited)  with income (or loss) based upon a

                                      II-1
hypothetical investment in one or more of the investment options available under
the Plan, which include a hypothetical investment in Class A Common Stock of the
Registrant  and a  fixed-income  equivalent  which is equal to the 30-year  U.S.
Treasury  bond  yield rate as of the first  business  day of  September  for the
following calendar year plus 50 basis points, as chosen by each participant. The
portion of the  account  attributable  to  deferred  restricted  stock units and
Registrant  contributions  will be invested in units representing Class A Common
Stock of the  Registrant.  All amounts  credited to a  particpant's  account are
fully  vested.  However the amounts may be subject to  forfeiture  in accordance
with  the  Plan.  Except  for  amounts  invested  in the  Class A  Common  Stock
Equivalent  Fund, each account will be payable by negotiable check or other cash
equivalent  upon  the  participant's  retirement,  termination,  death  or other
date(s)   determined  in  accordance   with  the  Plan.  Upon  approval  by  the
shareholders,  amounts in a participant's account invested in the Class A Common
Stock  Equivalent  Fund  will be  distributed  in the form of  shares of Class A
Common Stock.

         Participants   and  their   beneficiaries   may  not   voluntarily   or
involuntarily  transfer,  alienate or assign their interests under the Plan, and
such  interests are not subject to attachment,  execution,  garnishment or other
such equitable or legal process.

         The  Compensation  Committee  of the  Registrant's  Board of  Directors
administering  the  Plan may  amend,  alter  or  terminate  the Plan at any time
without the prior approval of the Board of Directors;  provided that,  following
the  occurrence  of a change in control,  no  amendment  may be made without the
written  consent of the Board,  except for  amendments  necessary to comply with
applicable law.

Item 5.  Interests of Named Experts and Counsel.

         J. Randall Walti, Vice President,  General Counsel and Secretary of the
Company,  has rendered an opinion as to the legality of the Class A Common Stock
being  registered  hereby.  Mr. Walti is paid a salary and bonus by the Company,
participates in certain of the Company's employee benefit plans, and owns shares
of Class A Common Stock and options to acquire 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

                                      II-2
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.

         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

                                      II-3
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.

         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-4
(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-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 27,
2000.

                                       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,  the
following   persons  in  the  capacities   indicated   below  have  signed  this
Registration Statement below.
/s/ Jeffrey M. Heller                   Chairman of the Board of Director            March 27, 2000
---------------------------
Jeffrey M. Heller

/s/ Richard L. deNey                 Vice Chairman of the Board of Directors         March 27, 2000
---------------------------
Richard L. deNey

/s/ John J. Mazzola              President, Chief Executive Officer and Director     March 27, 2000
---------------------------
John J. Mazzola                           (Principal Executive Officer)

/s/ Douglas E. Barnett              Vice President and Chief Financial Officer       March 27, 2000
---------------------------
Douglas E. Barnett                 (Principal Financial and Accounting Officer)

/s/ John A. Adams                                    Director                        March 27, 2000
------------------
John A. Adams

/s/ Paul J. Chiapparone                              Director                        March 27, 2000
---------------------------
Paul J. Chiapparone

/s/ J. Davis Hamlin                                  Director                        March 27, 2000
---------------------------
J. Davis Hamlin

/s/ Leo J. Thomas                                    Director                        March 27, 2000
---------------------------
Leo J. Thomas

/s/ William P. Weber                                 Director                        March 27, 2000
---------------------------
William P. Weber
II-6
EXHIBIT INDEX

      Exhibit      Description

      4.1          Unigraphics Solutions Inc. Executive Deferral Plan

      5.1          Opinion  of J. Randall Walti, Vice President, General Counsel
                   and Secretary of Unigraphics Solutions Inc.

      23.1         Consent of KPMG LLP

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

                                      II-7