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
   Incorporation or Organization)                            Identification No.)

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

                     UNIGRAPHICS SOLUTIONS INC. 401(k) 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,         200,000 shares           $15.40625                $3,081,250                $857
 par value $0.01 per
 share (2)                                                                     
 -------------------------- ---------------------- ----------------------- ----------------------- -----------------------

</TABLE>

(1)  Estimated solely for the purpose of calculating the  registration  fee, and
     based upon the  average  of the high and low prices of the Common  Stock as
     reported on the New York Stock Exchange on April 7, 1999 in accordance with
     Rules 457(c) and 457(h) of the Securities Act of 1933, as amended.
(2)  Pursuant  to Rule  416(c)  under  the  Securities  Act,  this  registration
     statement also covers an indeterminate amount of interests to be offered or
     sold pursuant to the employee benefit plan described herein.

<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:

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

                  (b)      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 Registrant 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 by
reference  herein shall be deemed to be modified or  superseded  for purposes of
this Registration  Statement to the extent that a statement  contained herein or
in any  other  subsequently  filed  document  which  also is or is  deemed to be
incorporated  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.  INTEREST 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


                                      II-2

<PAGE>

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

                  The Company's  Certificate  of  Incorporation  provides that a
director shall not be personally  liable for monetary  damages to the Company or
its  stockholders  for  breach  of  fiduciary  duty as a  director,  except  for
liability (i) for any breach of the director's duty of loyalty to the Company or
its stockholders,  (ii) for acts or omissions not in good faith or which involve
intentional  misconduct  or a  knowing  violation  of law,  (iii)  for  paying a
dividend or  approving a stock  repurchase  in  violation  of Section 174 of the
DGCL, or (iv) for any  transaction  from which the director  derived an improper
personal benefit.  Any amendment or repeal of such provision shall not adversely
affect any right or protection of a director  existing  under such provision for
any act or omission occurring prior to such amendment or repeal.

                  The Company's  Bylaws  provide that the Company will indemnify
any  person who was or is a party (or is  threatened  to be made a party) to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative or investigative, by reason of the fact that he or she
is or was or has agreed to serve at the  request of the Company as a director or
officer  of the  Company,  or is or was  serving  or has  agreed to serve at the
request  of the  Company  as a  director  or  officer  of  another  corporation,
partnership,  joint  venture,  trust or other  enterprise,  or by  reason of any
action  alleged to have been taken or omitted in such  capacity.  The  Company's
Bylaws further provide that the Company may indemnify any person who was or is a
party  (or is  threatened  to be made a party)  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative,  by reason of the fact that he or she is or was or has  agreed to
become an employee or agent of the  Company,  or is or was serving or has agreed
to serve at the  request  of the  Company  as an  employee  or agent of  another
corporation, partnership, joint venture, trust or other enterprise, or by reason
of any action alleged to have been taken or omitted in such capacity.

                  The  indemnification  referred to in the  preceding  paragraph
will be from and against expenses (including attorneys' fees), judgments,  fines
and  amounts  paid  in  settlement  actually  and  reasonably  incurred  by  the
indemnitee  or on his or her  behalf in  connection  with such  action,  suit or
proceeding and any appeal therefrom.  However, such indemnification will only be
provided  if the  indemnitee  acted  in good  faith  and in a  manner  he or she


                                      II-3
<PAGE>


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


                                      II-4
<PAGE>

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

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


                                      II-5
<PAGE>

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.  EXHIBITS.

                  Reference is made to the Exhibit Index filed herewith.

ITEM 9.  UNDERTAKINGS.

                  (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.

                                    (iii) To include  any  material  information
                  with  respect  to the  plan  of  distribution  not  previously
                  disclosed  in  this  Registration  Statement  or any  material
                  change to such information in this Registration Statement;

                  provided, however, that paragraphs (a)(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  with the Commission
                  pursuant  to  Section 13 or  Section  15(d) of the  Securities
                  Exchange  Act of 1934 that are  incorporated  by  reference in
                  this Registration Statement.

                           (2)  That,  for  the  purpose  of   determining   any
                  liability   under  the  Securities  Act  of  1933,  each  such
                  post-effective   amendment   shall  be  deemed  to  be  a  new
                  registration  statement  relating  to the  securities  offered
                  therein,  and the  offering  of such  securities  at that time
                  shall be deemed to be the initial bona fide offering thereof.



                                      II-6
<PAGE>


                           (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  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 Act and will
be governed by the final adjudication of such issue.


                                      II-7
<PAGE>
                                   SIGNATURES

         The Registrant

                  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

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement has been signed on March 31, 1999 by the following
persons in the capacities indicated.

         Signature                       Title                        Date


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


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


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


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

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


                                      II-8
<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


         The Plan

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the  Unigraphics  Solutions Inc.  401(k) Plan 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. 401(k) Plan

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

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement  has been  signed  below on March 31,  1999 by the
following  persons  as  members of the  Compensation  Committee  of the Board of
Directors of the  Registrant,  the Committee  thereunto duly appointed with full
power and  authority  to  construe,  interpret  and  administer  the Plan in the
capacities and on the dates indicated.

Signatures                         Title                          Date


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


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


                                      II-9
<PAGE>


                                  EXHIBIT INDEX

Exhibit
Number             Description of Exhibits
--------          -------------------------


4.1       Unigraphics Solutions Inc. 401(k) Plan.

5.1       Opinion of Randy Walti, General Counsel of Unigraphics Solutions Inc.

23.1      Consent of KPMG LLP.

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



                  The Registrant  hereby  undertakes  that it will submit or has
submitted in a timely manner the Plan and any amendment  thereto to the Internal
Revenue Service for purposes of obtaining a  determination  letter that the Plan
is qualified under Section 401 of the Internal Revenue Code of 1986, as amended,
and has made or will make all changes  required by the Internal  Revenue Service
in order to qualify the Plan.





                                      II-10
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 28600}]
{"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": "333-75975", "film-number": "99590299"}, "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
   Incorporation or Organization)                            Identification No.)

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

                     UNIGRAPHICS SOLUTIONS INC. 401(k) 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,         200,000 shares           $15.40625                $3,081,250                $857
 par value $0.01 per
 share (2)                                                                     
 -------------------------- ---------------------- ----------------------- ----------------------- -----------------------
(1)  Estimated solely for the purpose of calculating the  registration  fee, and
     based upon the  average  of the high and low prices of the Common  Stock as
     reported on the New York Stock Exchange on April 7, 1999 in accordance with
     Rules 457(c) and 457(h) of the Securities Act of 1933, as amended.
(2)  Pursuant  to Rule  416(c)  under  the  Securities  Act,  this  registration
     statement also covers an indeterminate amount of interests to be offered or
     sold pursuant to the employee benefit plan described herein.
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:

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

                  (b)      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 Registrant 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 by
reference  herein shall be deemed to be modified or  superseded  for purposes of
this Registration  Statement to the extent that a statement  contained herein or
in any  other  subsequently  filed  document  which  also is or is  deemed to be
incorporated  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.  INTEREST 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

                                      II-2
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred  by any such  person  in  connection  with any  threatened,
pending or completed  action,  suit or proceeding (other than an action by or in
the right of the  corporation)  in which such  person is involved  because  such
person is a director or officer of the corporation, if such person acted in good
faith  and in a manner  that such  person  reasonably  believed  to be in or not
opposed  to the best  interests  of the  corporation  and,  with  respect to any
criminal  action or  proceeding,  had no  reasonable  cause to believe that such
person's conduct was unlawful. No indemnification shall be made to an officer or
director or other  qualified  individual if such person shall have been adjudged
to be liable to the corporation  unless such person acted in good faith and in a
manner that such person reasonably  believed to be in or not opposed to the best
interest of the  corporation and only to the extent the Court of Chancery of the
State of  Delaware  or the  court  in which  such  action  or suit was  brought,
determined that despite the  adjudication of liability such person is fairly and
reasonably entitled to such indemnification. If such person is successful on the
merits or otherwise in defense of any action,  Section 145 of the DGCL  provides
that such person shall be indemnified against expenses including attorneys' fees
actually and reasonably incurred by that person in connection therewith. Section
102(b)(7)  of the DGCL  provides  that the  liability  of a director  may not be
limited or eliminated for the breach of such  director's  duty of loyalty to the
corporation  or its  stockholders,  for  such  director's  intentional  acts  or
omissions not in good faith,  for such director's  concurrence in or vote for an
unlawful  payment of a dividend or unlawful  stock purchase or redemption or for
any improper personal benefit derived by the director from any transaction.

                  The Company's  Certificate  of  Incorporation  provides that a
director shall not be personally  liable for monetary  damages to the Company or
its  stockholders  for  breach  of  fiduciary  duty as a  director,  except  for
liability (i) for any breach of the director's duty of loyalty to the Company or
its stockholders,  (ii) for acts or omissions not in good faith or which involve
intentional  misconduct  or a  knowing  violation  of law,  (iii)  for  paying a
dividend or  approving a stock  repurchase  in  violation  of Section 174 of the
DGCL, or (iv) for any  transaction  from which the director  derived an improper
personal benefit.  Any amendment or repeal of such provision shall not adversely
affect any right or protection of a director  existing  under such provision for
any act or omission occurring prior to such amendment or repeal.

                  The Company's  Bylaws  provide that the Company will indemnify
any  person who was or is a party (or is  threatened  to be made a party) to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative or investigative, by reason of the fact that he or she
is or was or has agreed to serve at the  request of the Company as a director or
officer  of the  Company,  or is or was  serving  or has  agreed to serve at the
request  of the  Company  as a  director  or  officer  of  another  corporation,
partnership,  joint  venture,  trust or other  enterprise,  or by  reason of any
action  alleged to have been taken or omitted in such  capacity.  The  Company's
Bylaws further provide that the Company may indemnify any person who was or is a
party  (or is  threatened  to be made a party)  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative,  by reason of the fact that he or she is or was or has  agreed to
become an employee or agent of the  Company,  or is or was serving or has agreed
to serve at the  request  of the  Company  as an  employee  or agent of  another
corporation, partnership, joint venture, trust or other enterprise, or by reason
of any action alleged to have been taken or omitted in such capacity.

                  The  indemnification  referred to in the  preceding  paragraph
will be from and against expenses (including attorneys' fees), judgments,  fines
and  amounts  paid  in  settlement  actually  and  reasonably  incurred  by  the
indemnitee  or on his or her  behalf in  connection  with such  action,  suit or
proceeding and any appeal therefrom.  However, such indemnification will only be
provided  if the  indemnitee  acted  in good  faith  and in a  manner  he or she

                                      II-3
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

                                      II-4
(the  "Indemnitees").  Under the terms of the  Indemnification  Agreements,  the
Company  has  generally  agreed to  indemnify,  and  advance  expenses  to, each
Indemnitee to the fullest extent permitted by applicable law on the date of such
agreements and to such greater  extent as applicable law may thereafter  permit.
In addition, the Indemnification Agreements contain specific provisions pursuant
to which the Company has agreed to indemnify each  Indemnitee (i) if such person
is, by reason of his or her status as a director, nominee for director, officer,
agent or  fiduciary  of the  Company or of any other  corporation,  partnership,
joint venture,  trust, employee benefit plan or other enterprise with which such
person  was  serving  at the  request  of the  Company  (any such  status  being
hereinafter referred to as a "Corporate Status"),  made or threatened to be made
a party to any  threatened,  pending or  completed  action,  suit,  arbitration,
alternative  dispute  resolution  mechanism,  investigation  or other proceeding
(each,  a  "Proceeding"),  other  than a  Proceeding  by or in the  right of the
Company,  (ii) if such person is, by reason of his or her Corporate Status, made
or threatened to be made a party to any Proceeding brought by or in the right of
the Company to procure a judgment in its favor,  except that no  indemnification
shall be made in respect of any claim,  issue or matter in such Proceeding as to
which such  Indemnitee  shall have been  adjudged to be liable to the Company if
applicable  law prohibits  such  indemnification  (unless and only to the extent
that a court shall otherwise  determine),  (iii) against  expenses  actually and
reasonably  incurred by such person or on his or her behalf in  connection  with
any  Proceeding to which such  Indemnitee  was or is a party by reason of his or
her Corporate  Status and in which such Indemnitee is successful,  on the merits
or otherwise,  (iv) against  expenses  actually and reasonably  incurred by such
person or on his or her behalf in  connection  with a  Proceeding  to the extent
that such Indemnitee is, by reason of his or her Corporate  Status, a witness or
otherwise  participates  in any  Proceeding  at a time when such person is not a
party  in the  Proceeding  and (v)  against  expenses  actually  and  reasonably
incurred  by  such  person  in any  judicial  adjudication  of or any  award  in
arbitration to enforce his or her rights under the Indemnification Agreements.

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

                                      II-5
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.

                  (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.

                                    (iii) To include  any  material  information
                  with  respect  to the  plan  of  distribution  not  previously
                  disclosed  in  this  Registration  Statement  or any  material
                  change to such information in this Registration Statement;

                  provided, however, that paragraphs (a)(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  with the Commission
                  pursuant  to  Section 13 or  Section  15(d) of the  Securities
                  Exchange  Act of 1934 that are  incorporated  by  reference in
                  this Registration Statement.

                           (2)  That,  for  the  purpose  of   determining   any
                  liability   under  the  Securities  Act  of  1933,  each  such
                  post-effective   amendment   shall  be  deemed  to  be  a  new
                  registration  statement  relating  to the  securities  offered
                  therein,  and the  offering  of such  securities  at that time
                  shall be deemed to be the initial bona fide offering thereof.

                                      II-6
(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  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 Act and will
be governed by the final adjudication of such issue.

                                      II-7
SIGNATURES

         The Registrant

                  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

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement has been signed on March 31, 1999 by the following
persons in the capacities indicated.

         Signature                       Title                        Date

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

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

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

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

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

                                      II-8
/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

         The Plan

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the  Unigraphics  Solutions Inc.  401(k) Plan 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. 401(k) Plan

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

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement  has been  signed  below on March 31,  1999 by the
following  persons  as  members of the  Compensation  Committee  of the Board of
Directors of the  Registrant,  the Committee  thereunto duly appointed with full
power and  authority  to  construe,  interpret  and  administer  the Plan in the
capacities and on the dates indicated.

Signatures                         Title                          Date

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

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

                                      II-9
EXHIBIT INDEX

Exhibit
Number             Description of Exhibits
--------          -------------------------

4.1       Unigraphics Solutions Inc. 401(k) Plan.

5.1       Opinion of Randy Walti, General Counsel of Unigraphics Solutions Inc.

23.1      Consent of KPMG LLP.

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

                  The Registrant  hereby  undertakes  that it will submit or has
submitted in a timely manner the Plan and any amendment  thereto to the Internal
Revenue Service for purposes of obtaining a  determination  letter that the Plan
is qualified under Section 401 of the Internal Revenue Code of 1986, as amended,
and has made or will make all changes  required by the Internal  Revenue Service
in order to qualify the Plan.

                                      II-10