<PAGE>   1
      As filed with the Securities and Exchange Commission on May 10, 1996
                                        Registration No. 33-
                                                            -----------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

                                 -----------

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

                                 -----------

                              MICROGRAFX, INC.
           (Exact name of registrant as specified in its charter)


         TEXAS                                  75-1952080
(State or other jurisdiction                    (I.R.S. Employer of
incorporation or organization)                  Identification No.)


                                1303 ARAPAHO
                           RICHARDSON, TEXAS 75081
        (Address of principal executive offices, including zip code)
           
                                 -----------

                              MICROGRAFX, INC.
                       1995 DIRECTOR STOCK OPTION PLAN
                          (Full Title of the Plan)

                                 -----------

GREGORY A. PETERS                                  Copies of Communications to:
Micrografx, Inc.                                   L. STEVEN LESHIN, ESQ.  
1303 Arapaho                                       Jenkens & Gilchrist, a 
Richardson, Texas  75081                              Professional
Corporation (214) 234-1769                         1445 Ross Avenue
                                                   Suite 3200
(Name, Address and Telephone                       Dallas, Texas  75202
Number, including area code of Agent for Service)

                        CALCULATION OF REGISTRATION FEE
                        -------------------------------
<TABLE>
<CAPTION>
Title of                                        Proposed           Proposed
securities              Amount                  maximum            maximum             Amount of
to be                   to be                   offering price     aggregate offering  registration
registered              registered (1)          per share (2) (3)  price (2) (3)       fee (3)
- ----------------------------------------------------------------------------------------------------------
<S>                     <C>                     <C>                <C>                 <C>
Common Stock,           
par value $.01          300,000                 $16.25             $4,693,902          $1,619 
per share               
- ----------------------------------------------------------------------------------------------------------
</TABLE>

- ------------
(1)     In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
        as amended, this registration statement also covers an indeterminate
        amount of interest to be offered or sold pursuant to the  benefit
        plan described herein.
(2)     Estimated solely for the purpose of calculating the registration fee.
(3)     Calculated pursuant to Rule 457(c) and (h).  Accordingly the price per
share of common stock offered hereunder pursuant to the Plan is based upon (I)
277,000 shares of Common Stock reserved for issuance under the Plan, but not
subject to outstanding stock options issued under the Plan, at a price of
$16.25, which is the average of the highest and lowest price per share of Common
Stock on the National Association of Securities Dealers, Inc. Automated
Quotation System National Market System on May 8, 1996, and (ii) the following
shares of Common Stock reserved for issuance under the Plan and subject to stock
options already granted under the Plan at the following  exercise price:        

<TABLE>
<CAPTION>
        Number of Shares subject to                     Exercise Price
        Outstanding Options                             Per Share
        ----------------------------                    --------------
        <S>                                             <C>
                23,000                                     $8.375



</TABLE>



<PAGE>   2


                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information*

Item 2.  Registrant Information and Employee Plan Annual Information*

                                    PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

        Micrografx, Inc. (the "Corporation") hereby incorporates by reference in
this registration statement the following documents previously filed with the
Securities and Exchange Commission (the "Commission"):

     (1)  The Corporation's Annual Report on Form 10-K for the years ended June
30, 1995;

     (2)  The Corporation's Quarterly Reports on Form 10-Q for the quarters
ended September 30, 1995 and December 31, 1995;

     (3)  The Corporation's Report on Form 8-K dated April 2, 1996;

     (4)  All documents subsequently filed by the Corporation pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part thereof from the date of filing of such
documents;

     (5)  The description of Common Stock set forth in the registration
statement on Form 8-A, filed with the Commission on July 24, 1990, including
any amendment or report filed for the purpose of updating such description; and

     (6)  Any statement contained in this registration statement, in an
amendment hereto or in a document incorporated by reference herein shall be
deemed to be modified or superceded for purposes of this registration statement
to the extent that a statement contained therein, in any subsequently filed
amendment to this registration statement or in any document that also is
incorporated by reference herein, modifies or supercedes such statement.  Any
statement so modified or superceded shall not be deemed, except as so modified
or superceded, to constitute a part of this registration statement.


Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interest of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers. 


- -----------
*       Information required by Part I to be contained in the Section 10(a)
        prospectus is omitted from the Registration Statement in accordance with
        Rule 428 of the Securities Act of 1933, as amended and the Note to Part
        I of Form S-8.

                                      2


<PAGE>   3


     The Corporation's Articles of Incorporation provide that the Corporation
will indemnify its directors and executive officers and may indemnify its other
officers, employees and other agents to the full extent permitted by law.  The
Corporation believes that indemnification under its Articles of Incorporation
covers at least negligence by indemnified parties, and permits the Corporation
to advance litigation expenses in the case of shareholder derivative actions or
other actions, against an undertaking by the indemnified party to repay such
advances if it is ultimately determined that the indemnified party is not
entitled to indemnification.  The Corporation's Articles of Incorporation
permit the Corporation to purchase and maintain liability, indemnification
and/or other similar insurance.

     The Corporation's Articles of Incorporation also provide that, pursuant to
Texas law, its directors shall not be liable for monetary damages caused by an
act or omission occurring in their capacity as directors.  This provision does
not eliminate the duty of care, and, in appropriate circumstances, equitable
remedies such as injunctive or other forms of nonmonetary relief will remain
available under Texas law.  In addition, each director will continue to be
subject to liability  for breach of the director's duty of loyalty to the
Corporation for acts or omissions not in good faith or involving intentional
misconduct, for knowing violations of law, for actions leading to improper
personal benefit to a director, and for payment of dividends or acts or
omissions for which a director is made expressly liable by applicable statute.
The provision also does not affect a director's responsibilities under any
other law, such as the federal securities laws or state or federal
environmental laws.


Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         The following documents are filed as a part of this registration
statement.  


EXHIBIT
NUMBER                    DESCRIPTION OF EXHIBITS
- ------                    -----------------------

  4.1    Articles of Incorporation of the Company, as amended (Exhibit 3.1)(1)
  4.2    Amendment to Articles of Incorporation of the Company (Exhibit 3.2)(1)
  4.3    Amended and Restated Bylaws of the Company (Exhibit 3.3)(1) 
  4.4    Amendments to Amended and Restated Bylaws of the Company
         (Exhibit 3.4)(2)
  4.5    1995 Director  Stock Option Plan
  4.6    Form of Nonstatutory Stock Option Agreement 
  5.1    Opinion of Jenkens & Gilchrist, a Professional Corporation
 23.1    Consent of Jenkens & Gilchrist, a Professional Corporation (included
         in their opinion filed as Exhibit 5.1)
 23.2    Consent of Arthur Andersen LLP
 23.3    Consent of Roth Bookstein & Zaslow


- -------------
(1)     Included as the Exhibit shown in parenthesis in the Company's 
        Registration Statement on Form S-1, Registration No. 33-34842, and
        incorporated herein by reference.  

(2)     Included as the Exhibit shown in parenthesis filed in the Company's
        Annual  Report on Form 10-K for the year ended March 31, 1993.

                                      3


<PAGE>   4

 24.1    Power of Attorney (see signature page of this Registration Statement -
         Page 5)
 99.1    Financial Statements of Visual Software, Inc. as of June 30, 1995 and
         1994 and the two years ended June 30, 1995.
 99.2    Supplemental Consolidated Financial Statements of Micrografx, Inc. and
         Subsidiaries as of June 30, 1995 and 1994 and the three years ended
         June 30, 1995 (restated to reflect merger with Visual Software, Inc.)

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 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;

     (2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (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; and

     (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, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 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.

     C. 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 of 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.


                                      4


<PAGE>   5


                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all 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 Richardson, Texas on May 9, 1996.

                                MICROGRAFX, INC.

                               By: /s/ J. Paul Grayson
                                   -----------------------------
                                   J. Paul Grayson
                                   Chairman of the Board of Directors and
                                   Chief Executive Officer

                              POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints J. Paul Grayson and Gregory A.
Peters, and each of them, each with full power to act without the other, his
true and lawful attorneys-in-fact and agents, each with full power of
substitution and to this registration statement, and to file the same with all
exhibits thereto and other documents in connection therewith, with the
Commission, granting unto each of said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person hereby ratifying and confirming that
each of said attorneys-in-fact and agents or his substitutes may lawfully do or
cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
and on the dates included:


Signature                       Title                           Date
- ---------                       -----                           ----


/s/ J. Paul Grayson             Chairman of the Board           May 9, 1996 
- ----------------------          of Directors and
J. Paul Grayson                 Chief Executive Officer
                                (Principal Executive Officer)


/s/ Gregory A. Peters           Senior Vice President,          May 9, 1996
- ------------------------        and Treasurer
Gregory A. Peters               (Principal Financial and 
                                Accounting Officer)

/s/ David S. Gergacz            Director                        May 9, 1996
- ---------------------------
David S. Gergacz


/s/ Robert Kamerschen           Director                        May 9, 1996
- ---------------------------
Robert Kamerschen


/s/ Seymour Merrin              Director                        May 9, 1996
- --------------------
Seymour Merrin

/s/ Robert S. Miller            Director                        May 9, 1996
- --------------------
Robert S. Miller


/s/ Eugene P. Beard             Director                        May 9, 1996
- --------------------
Eugene P. Beard

                                      5


<PAGE>   6



                                 EXHIBIT INDEX


                                                                      SEQUENTIAL
EXHIBIT                                                               PAGE
NUMBER                     DESCRIPTION OF EXHIBIT                     NUMBER 
- ------                     ----------------------                     -------
4.1      Articles of Incorporation of the Company, as amended 
         (Exhibit 3.1)(1)
4.2      Amendment to Articles of Incorporation of the Company        
         (Exhibit 3.2)(1)
4.3      Amended and Restated Bylaws of the Company (Exhibit 3.3)(1)
4.4      Amendments to Amended and Restated Bylaws of the Company     
         (Exhibit 3.4)(2)
4.5      1995 Director  Stock Option Plan                             
4.6      Form of Nonstatutory Stock Option Agreement                  
5.1      Opinion of Jenkens & Gilchrist, a Professional Corporation   
23.1     Consent of Jenkens & Gilchrist, a Professional               
         Corporation (included in their opinion filed as Exhibit 5.1) 
23.2     Consent of Arthur Andersen LLP                               
23.3     Consent of Roth Bookstein & Zaslow                           
24.1     Power of Attorney (see signature page of this                
         Registration Statement - Page 5).                            
99.1     Financial Statements of Visual Software, Inc. as of June 30, 
         1995 and 1994 and the two years ended June 30, 1995.
99.2     Supplemental Consolidated Financial Statements of 
         Micrografx, Inc. and Subsidiaries as of June 30, 1995 and 
         1994 and the three years ended June 30, 1995 (restated to 
         reflect merger with Visual Software, Inc.)

- ----------
(1)      Included as the Exhibit shown in parenthesis in the Company's
         Registration Statement on Form S-1, Registration No. 33-34842, 
         and incorporated herein by reference.  

(2)      Included as the Exhibit shown in parenthesis filed in the 
         Company's Annual Report on Form 10-K for the year ended 
         March 31, 1993.


                                      6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18827}]
{"company-data": {"conformed-name": "MICROGRAFX INC", "cik": "0000756497", "assigned-sic": "7372", "irs-number": "751952080", "state-of-incorporation": "TX", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-03429", "film-number": "96559120"}, "business-address": {"street1": "1303 ARAPAHO", "city": "RICHARDSON", "state": "TX", "zip": "75081", "phone": "2142341769"}, "mail-address": {"street1": "1303 ARAPAHO", "city": "RICHARDSON", "state": "TX", "zip": "75081"}}
1
      As filed with the Securities and Exchange Commission on May 10, 1996
                                        Registration No. 33-
                                                            -----------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

                                 -----------

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

                                 -----------

                              MICROGRAFX, INC.
           (Exact name of registrant as specified in its charter)

         TEXAS                                  75-1952080
(State or other jurisdiction                    (I.R.S. Employer of
incorporation or organization)                  Identification No.)

                                1303 ARAPAHO
                           RICHARDSON, TEXAS 75081
        (Address of principal executive offices, including zip code)
           
                                 -----------

                              MICROGRAFX, INC.
                       1995 DIRECTOR STOCK OPTION PLAN
                          (Full Title of the Plan)

                                 -----------

GREGORY A. PETERS                                  Copies of Communications to:
Micrografx, Inc.                                   L. STEVEN LESHIN, ESQ.  
1303 Arapaho                                       Jenkens & Gilchrist, a 
Richardson, Texas  75081                              Professional
Corporation (214) 234-1769                         1445 Ross Avenue
                                                   Suite 3200
(Name, Address and Telephone                       Dallas, Texas  75202
Number, including area code of Agent for Service)

                        CALCULATION OF REGISTRATION FEE
                        -------------------------------
Title of                                        Proposed           Proposed
securities              Amount                  maximum            maximum             Amount of
to be                   to be                   offering price     aggregate offering  registration
registered              registered (1)          per share (2) (3)  price (2) (3)       fee (3)
- ----------------------------------------------------------------------------------------------------------
Common Stock,           
par value $.01          300,000                 $16.25             $4,693,902          $1,619 
per share               
- ----------------------------------------------------------------------------------------------------------
- ------------
(1)     In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
        as amended, this registration statement also covers an indeterminate
        amount of interest to be offered or sold pursuant to the  benefit
        plan described herein.
(2)     Estimated solely for the purpose of calculating the registration fee.
(3)     Calculated pursuant to Rule 457(c) and (h).  Accordingly the price per
share of common stock offered hereunder pursuant to the Plan is based upon (I)
277,000 shares of Common Stock reserved for issuance under the Plan, but not
subject to outstanding stock options issued under the Plan, at a price of
$16.25, which is the average of the highest and lowest price per share of Common
Stock on the National Association of Securities Dealers, Inc. Automated
Quotation System National Market System on May 8, 1996, and (ii) the following
shares of Common Stock reserved for issuance under the Plan and subject to stock
options already granted under the Plan at the following  exercise price:
Number of Shares subject to                     Exercise Price
        Outstanding Options                             Per Share
        ----------------------------                    --------------
23,000                                     $8.375
2

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information*

Item 2.  Registrant Information and Employee Plan Annual Information*

                                    PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

        Micrografx, Inc. (the "Corporation") hereby incorporates by reference in
this registration statement the following documents previously filed with the
Securities and Exchange Commission (the "Commission"):

     (1)  The Corporation's Annual Report on Form 10-K for the years ended June
30, 1995;

     (2)  The Corporation's Quarterly Reports on Form 10-Q for the quarters
ended September 30, 1995 and December 31, 1995;

     (3)  The Corporation's Report on Form 8-K dated April 2, 1996;

     (4)  All documents subsequently filed by the Corporation pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part thereof from the date of filing of such
documents;

     (5)  The description of Common Stock set forth in the registration
statement on Form 8-A, filed with the Commission on July 24, 1990, including
any amendment or report filed for the purpose of updating such description; and

     (6)  Any statement contained in this registration statement, in an
amendment hereto or in a document incorporated by reference herein shall be
deemed to be modified or superceded for purposes of this registration statement
to the extent that a statement contained therein, in any subsequently filed
amendment to this registration statement or in any document that also is
incorporated by reference herein, modifies or supercedes such statement.  Any
statement so modified or superceded shall not be deemed, except as so modified
or superceded, to constitute a part of this registration statement.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interest of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers. 

- -----------
*       Information required by Part I to be contained in the Section 10(a)
        prospectus is omitted from the Registration Statement in accordance with
        Rule 428 of the Securities Act of 1933, as amended and the Note to Part
        I of Form S-8.

                                      2
3

     The Corporation's Articles of Incorporation provide that the Corporation
will indemnify its directors and executive officers and may indemnify its other
officers, employees and other agents to the full extent permitted by law.  The
Corporation believes that indemnification under its Articles of Incorporation
covers at least negligence by indemnified parties, and permits the Corporation
to advance litigation expenses in the case of shareholder derivative actions or
other actions, against an undertaking by the indemnified party to repay such
advances if it is ultimately determined that the indemnified party is not
entitled to indemnification.  The Corporation's Articles of Incorporation
permit the Corporation to purchase and maintain liability, indemnification
and/or other similar insurance.

     The Corporation's Articles of Incorporation also provide that, pursuant to
Texas law, its directors shall not be liable for monetary damages caused by an
act or omission occurring in their capacity as directors.  This provision does
not eliminate the duty of care, and, in appropriate circumstances, equitable
remedies such as injunctive or other forms of nonmonetary relief will remain
available under Texas law.  In addition, each director will continue to be
subject to liability  for breach of the director's duty of loyalty to the
Corporation for acts or omissions not in good faith or involving intentional
misconduct, for knowing violations of law, for actions leading to improper
personal benefit to a director, and for payment of dividends or acts or
omissions for which a director is made expressly liable by applicable statute.
The provision also does not affect a director's responsibilities under any
other law, such as the federal securities laws or state or federal
environmental laws.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         The following documents are filed as a part of this registration
statement.  

EXHIBIT
NUMBER                    DESCRIPTION OF EXHIBITS
- ------                    -----------------------

  4.1    Articles of Incorporation of the Company, as amended (Exhibit 3.1)(1)
  4.2    Amendment to Articles of Incorporation of the Company (Exhibit 3.2)(1)
  4.3    Amended and Restated Bylaws of the Company (Exhibit 3.3)(1) 
  4.4    Amendments to Amended and Restated Bylaws of the Company
         (Exhibit 3.4)(2)
  4.5    1995 Director  Stock Option Plan
  4.6    Form of Nonstatutory Stock Option Agreement 
  5.1    Opinion of Jenkens & Gilchrist, a Professional Corporation
 23.1    Consent of Jenkens & Gilchrist, a Professional Corporation (included
         in their opinion filed as Exhibit 5.1)
 23.2    Consent of Arthur Andersen LLP
 23.3    Consent of Roth Bookstein & Zaslow

- -------------
(1)     Included as the Exhibit shown in parenthesis in the Company's 
        Registration Statement on Form S-1, Registration No. 33-34842, and
        incorporated herein by reference.  

(2)     Included as the Exhibit shown in parenthesis filed in the Company's
        Annual  Report on Form 10-K for the year ended March 31, 1993.

                                      3
4

 24.1    Power of Attorney (see signature page of this Registration Statement -
         Page 5)
 99.1    Financial Statements of Visual Software, Inc. as of June 30, 1995 and
         1994 and the two years ended June 30, 1995.
 99.2    Supplemental Consolidated Financial Statements of Micrografx, Inc. and
         Subsidiaries as of June 30, 1995 and 1994 and the three years ended
         June 30, 1995 (restated to reflect merger with Visual Software, Inc.)

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 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;

     (2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (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; and

     (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, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 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.

     C. 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 of 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.

                                      4
5

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all 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 Richardson, Texas on May 9, 1996.

                                MICROGRAFX, INC.

                               By: /s/ J. Paul Grayson
                                   -----------------------------
                                   J. Paul Grayson
                                   Chairman of the Board of Directors and
                                   Chief Executive Officer

                              POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints J. Paul Grayson and Gregory A.
Peters, and each of them, each with full power to act without the other, his
true and lawful attorneys-in-fact and agents, each with full power of
substitution and to this registration statement, and to file the same with all
exhibits thereto and other documents in connection therewith, with the
Commission, granting unto each of said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person hereby ratifying and confirming that
each of said attorneys-in-fact and agents or his substitutes may lawfully do or
cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
and on the dates included:

Signature                       Title                           Date
- ---------                       -----                           ----

/s/ J. Paul Grayson             Chairman of the Board           May 9, 1996 
- ----------------------          of Directors and
J. Paul Grayson                 Chief Executive Officer
                                (Principal Executive Officer)

/s/ Gregory A. Peters           Senior Vice President,          May 9, 1996
- ------------------------        and Treasurer
Gregory A. Peters               (Principal Financial and 
                                Accounting Officer)

/s/ David S. Gergacz            Director                        May 9, 1996
- ---------------------------
David S. Gergacz

/s/ Robert Kamerschen           Director                        May 9, 1996
- ---------------------------
Robert Kamerschen

/s/ Seymour Merrin              Director                        May 9, 1996
- --------------------
Seymour Merrin

/s/ Robert S. Miller            Director                        May 9, 1996
- --------------------
Robert S. Miller

/s/ Eugene P. Beard             Director                        May 9, 1996
- --------------------
Eugene P. Beard

                                      5
6

                                 EXHIBIT INDEX

                                                                      SEQUENTIAL
EXHIBIT                                                               PAGE
NUMBER                     DESCRIPTION OF EXHIBIT                     NUMBER 
- ------                     ----------------------                     -------
4.1      Articles of Incorporation of the Company, as amended 
         (Exhibit 3.1)(1)
4.2      Amendment to Articles of Incorporation of the Company        
         (Exhibit 3.2)(1)
4.3      Amended and Restated Bylaws of the Company (Exhibit 3.3)(1)
4.4      Amendments to Amended and Restated Bylaws of the Company     
         (Exhibit 3.4)(2)
4.5      1995 Director  Stock Option Plan                             
4.6      Form of Nonstatutory Stock Option Agreement                  
5.1      Opinion of Jenkens & Gilchrist, a Professional Corporation   
23.1     Consent of Jenkens & Gilchrist, a Professional               
         Corporation (included in their opinion filed as Exhibit 5.1) 
23.2     Consent of Arthur Andersen LLP                               
23.3     Consent of Roth Bookstein & Zaslow                           
24.1     Power of Attorney (see signature page of this                
         Registration Statement - Page 5).                            
99.1     Financial Statements of Visual Software, Inc. as of June 30, 
         1995 and 1994 and the two years ended June 30, 1995.
99.2     Supplemental Consolidated Financial Statements of 
         Micrografx, Inc. and Subsidiaries as of June 30, 1995 and 
         1994 and the three years ended June 30, 1995 (restated to 
         reflect merger with Visual Software, Inc.)

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(1)      Included as the Exhibit shown in parenthesis in the Company's
         Registration Statement on Form S-1, Registration No. 33-34842, 
         and incorporated herein by reference.  

(2)      Included as the Exhibit shown in parenthesis filed in the 
         Company's Annual Report on Form 10-K for the year ended 
         March 31, 1993.

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