<PAGE>   1
      As filed with the Securities and Exchange Commission December 1, 1999
                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                     INFORMATION RESOURCE ENGINEERING, INC.
               (Exact Name of Registrant as Specified in Charter)

<TABLE>
<S>                                                                 <C>
                           Delaware                                               52-1287752
(State of other jurisdiction of incorporation or organization)        (I.R.S Employer Identification No.)
</TABLE>

                              8029 Corporate Drive
                               Baltimore, MD 21236
               (Address of Principal Executive Offices)(Zip Code)

     INFORMATION RESOURCE ENGINEERING, INC. 1999 EMPLOYEE STOCK OPTION PLAN
          INFORMATION RESOURCE ENGINEERING, INC. 1999 STOCK BONUS PLAN
 INFORMATION RESOURCE ENGINEERING, INC. NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                            (Full title of the plans)

                              Mr. Anthony A. Caputo
                 Chairman, Chief Executive Officer and President
                     INFORMATION RESOURCE ENGINEERING, INC.
                              8029 Corporate Drive
                               Baltimore, MD 21236
                                 (410) 931-7500
            (Name, address and telephone number of agent for service)

                                   Copies to:
                               Bruce R. Thaw, Esq.
                                 45 Banfi Plaza
                             Farmingdale, NY, 11735
                                 (516) 752-1760

                         Calculation of Registration Fee

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
                                            Proposed Maximum     Proposed Maximum
 Titles of Securities      Amount to be    Offering Price Per   Aggregate Offering        Amount of
   to be Registered         Registered          Share(1)               Price          Registration Fee
--------------------------------------------------------------------------------------------------------
<S>                      <C>                 <C>                  <C>               <C>
Common Stock, $.01
par value                 600,000 Shares        $ 17.69             $10,614,000        $2,950.69
--------------------------------------------------------------------------------------------------------
</TABLE>


(1)  Estimated solely for the purposes of calculating the registration fee
     pursuant to Rule 457(c) based upon a price of $17.69 per share which was
     the average of the high and low sale prices as reported on the Nasdaq
     National Market System on November 29, 1999.




<PAGE>   2

                                     PART 1

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part I of Form S-8
will be sent or given to employees and non-employee directors as specified by
Rule 428(b)(1). Such documents need not be filed with the Commission either as
part of this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424. These documents and the documents incorporated by
reference in the registration statement pursuant to Item 3 of Part II of this
form, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents filed with the SEC are incorporated by
reference in this Prospectus:

-    Annual Report on Form 10-K for the fiscal year ended December 31, 1998;

-    Quarterly Report on Form 10-Q for the quarterly period ended March 31,
     1999;

-    Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1999;

-    Quarterly Report on Form 10-Q for the quarterly period ended September 30,
     1999; and

-    The description of our common stock contained in the Form 8-A Registration
     Statement filed with the SEC on September 16, 1992 and any amendment or
     report filed for the purpose of updating those descriptions.

        All reports and other documents subsequently filed pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this
offering shall be deemed to be incorporated by reference in this Prospectus and
to be a part of this Prospectus from the date of filing thereof. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        The Law Offices of Bruce R. Thaw, 45 Banfi Plaza, Farmingdale, NY 11735
will pass upon the validity of the issuance of the shares offered hereby for us.
Mr. Thaw is a director and serves as our general counsel for which he has been
paid customary legal fees. Mr. Thaw also owns 220,000 shares of our Common
Stock.



                                        1

<PAGE>   3

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Delaware General Corporation Law, as amended, provides for the
indemnification of the Company's officers, directors and corporate employees and
agents under certain circumstances as follows:

                             DEL. CODE ANN. TITLE 8

Sec. 145. Indemnification of officers, directors, employees and agents;
insurance

     a) A corporation 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
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the corporation
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorney's fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he 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 his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
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
reasonable cause to believe that his conduct was unlawful.

     b) A corporation 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 or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees),
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
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 Court of Chancery or such other court
shall deem proper.

     c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

     d) Any indemnification under subsection (a) and (b) of this section (unless
ordered by a court) shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b) of this
section. Such determination shall be made (1) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceedings, or (2) if such a quorum is not obtainable, or,
even, if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (3) by the stockholders.

     e) Expenses incurred by an officer or director in defending a civil or
criminal action, suit or proceeding may be paid by the corporation in advance of
the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this section. 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.



                                        2

<PAGE>   4

     f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.

     g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under this section.

     h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

     i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.

     j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

     The Certificate of Incorporation of the Company provides that the
indemnification provisions of Sections 102(b)(7) and 145 of the Delaware
Corporation Law shall be utilized to the fullest extent possible. Further, the
Certificate of Incorporation contains provisions to eliminate the liability of
the Company's directors to the Company or its stockholders to the fullest extent
permitted by Section 102(b)(7) of the Delaware General Corporation Law, as
amended from time to time.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, is permitted to directors, officers or controlling persons
of the Registrant, pursuant to the above mentioned statutes or otherwise, the
Registrant understands that the Securities and Exchange Commission is of the
opinion that such indemnification may contravene federal public policy, as
expressed in said Act, and therefore, may be unenforceable. Accordingly, in the
event that a claim for such indemnification is asserted by any director, officer
or a controlling person of the Company, and the Commission is still of the same
opinion, the Registrant (except insofar as such claim seeks reimbursement by the
Registrant of expenses paid or incurred by a director, officer of controlling
person in successful defense of any action, suit or proceeding) will, unless the
matter has theretofore been adjudicated by precedent deemed by counsel for the
Registrant to be controlling, submit to a court of appropriate jurisdiction the
question whether or not indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue. The Placement Agent's Warrants provide for reciprocal indemnification and
such provisions are incorporated by reference herein.



                                        3

<PAGE>   5

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not Applicable.

ITEM 8. EXHIBITS.

4.1         Specimen of Common Stock Certificate of Registrant (1)

4.2         Articles of Incorporation of Registrant, as filed with the
            Secretary of State of Delaware on November 1, 1988, as amended on
            March 6, 1989, May 19, 1989, September 22, 1992, June 30, 1995 and
            October 4, 1995 (2)

4.3         By-laws of Registrant (1)

4.4         Information Resource Engineering, Inc. 1999 Employee Stock Option
            Plan (3)

4.5         Information Resource Engineering, Inc. 1999 Stock Bonus Plan (3)

4.6         Information Resource Engineering, Inc. Non-Employee Director Stock
            Option Plan (3)

4.7         Example of Stock Option Agreement intended to be used under the
            1999 Employee Stock Option Plan.

4.8         Example of Stock Option Agreement intended to be used under the
            Non-Employee Director Stock Option Plan.

5           Opinion of Counsel as to the legality of securities being
            registered

15          None

23A         Consent of Bruce R. Thaw, Counsel to the Company (contained in
            Exhibit 5)

23B         Consent of KPMG LLP, Independent Auditors

24          Power of Attorney - See signature page

28          None

(1)  Filed as an exhibit to the Registration Statement on Form S-18 (File No.
     33-28673) of the Registrant and incorporated herein by reference.
(2)  Filed as an exhibit to the Registration Statement on Form SB-2 (File No.
     33-80161) of the Registrant and incorporated herein by reference.
(3)  Filed as an exhibit to a Definitive Proxy Statement on Schedule 14A for the
     Annual Meeting of Shareholders held on July 28, 1999 and incorporated
     herein by reference.

ITEM 17.  UNDERTAKINGS

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, 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.



                                        4

<PAGE>   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.

     (4) 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 any charge provision, by-law contract, arrangements
statute, 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 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 against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.



                                        5

<PAGE>   7

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the 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 at Baltimore, Maryland on the 30th day of November, 1999.

                                  INFORMATION RESOURCE ENGINEERING, INC.

                                        By:/s/Anthony A. Caputo
                                           -------------------------------------
                                           ANTHONY A. CAPUTO, Chairman,
                                           President and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENT, that each of the undersigned whose signature
appears below constitutes and appoints Anthony A. Caputo and David A. Skalitzky,
and each of them (with full power of each of them to act alone), his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution for him and on his behalf, and in his name, place and stead, in
any and all capacities to execute and sign any and all amendments or
post-effective amendments to this registration statement, or subsequent
registration statements related to the shares registered hereby and to file the
same, with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agents or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof and the
Registrant hereby confers like authority on its behalf.

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

<TABLE>
<CAPTION>
Signature                                  Title                                     Date
--------------------------------------------------------------------------------------------------
<S>                           <C>                                             <C>
/s/ Anthony A. Caputo          Chairman, President and Chief Executive          November 30,1999
-----------------------        Officer (Principal Executive Officer)
ANTHONY A. CAPUTO

/s/ Carole D. Argo             Senior Vice President and Chief                  November 30,1999
-----------------------        Financial Officer
CAROLE D. ARGO                 (Principal Financial and Accounting Officer)

/s/ Thomas A. Brooks           Director                                         November 30,1999
-----------------------
THOMAS A. BROOKS

/s/ Douglas E. Kozlay          Director                                         November 30,1999
-----------------------
DOUGLAS E. KOZLAY

                               Director                                         November 30,1999
-----------------------
SHELLEY A. HARRISON

/s/ Ira A Hunt, Jr.            Director                                         November 30,1999
-----------------------
IRA A. HUNT, JR.

/s/ Bruce R. Thaw              Director                                         November 30,1999
-----------------------
BRUCE R. THAW
</TABLE>



                                        6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23573}]
{"company-data": {"conformed-name": "INFORMATION RESOURCE ENGINEERING INC", "cik": "0000850313", "assigned-sic": "3663", "irs-number": "521287752", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91877", "film-number": "99767304"}, "business-address": {"street1": "8029 CORPORATE DRIVE", "city": "BALTIMORE", "state": "MD", "zip": "21236", "phone": "4109317500"}, "mail-address": {"street1": "8029 CORPORATE DR", "city": "BALTIMORE", "state": "MD", "zip": "21236"}}
1
      As filed with the Securities and Exchange Commission December 1, 1999
                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                     INFORMATION RESOURCE ENGINEERING, INC.
               (Exact Name of Registrant as Specified in Charter)
Delaware                                               52-1287752
(State of other jurisdiction of incorporation or organization)        (I.R.S Employer Identification No.)
8029 Corporate Drive
                               Baltimore, MD 21236
               (Address of Principal Executive Offices)(Zip Code)

     INFORMATION RESOURCE ENGINEERING, INC. 1999 EMPLOYEE STOCK OPTION PLAN
          INFORMATION RESOURCE ENGINEERING, INC. 1999 STOCK BONUS PLAN
 INFORMATION RESOURCE ENGINEERING, INC. NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                            (Full title of the plans)

                              Mr. Anthony A. Caputo
                 Chairman, Chief Executive Officer and President
                     INFORMATION RESOURCE ENGINEERING, INC.
                              8029 Corporate Drive
                               Baltimore, MD 21236
                                 (410) 931-7500
            (Name, address and telephone number of agent for service)

                                   Copies to:
                               Bruce R. Thaw, Esq.
                                 45 Banfi Plaza
                             Farmingdale, NY, 11735
                                 (516) 752-1760

                         Calculation of Registration Fee
--------------------------------------------------------------------------------------------------------
                                            Proposed Maximum     Proposed Maximum
 Titles of Securities      Amount to be    Offering Price Per   Aggregate Offering        Amount of
   to be Registered         Registered          Share(1)               Price          Registration Fee
--------------------------------------------------------------------------------------------------------
Common Stock, $.01
par value                 600,000 Shares        $ 17.69             $10,614,000        $2,950.69
--------------------------------------------------------------------------------------------------------
(1)  Estimated solely for the purposes of calculating the registration fee
     pursuant to Rule 457(c) based upon a price of $17.69 per share which was
     the average of the high and low sale prices as reported on the Nasdaq
     National Market System on November 29, 1999.
2

                                     PART 1

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part I of Form S-8
will be sent or given to employees and non-employee directors as specified by
Rule 428(b)(1). Such documents need not be filed with the Commission either as
part of this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424. These documents and the documents incorporated by
reference in the registration statement pursuant to Item 3 of Part II of this
form, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents filed with the SEC are incorporated by
reference in this Prospectus:

-    Annual Report on Form 10-K for the fiscal year ended December 31, 1998;

-    Quarterly Report on Form 10-Q for the quarterly period ended March 31,
     1999;

-    Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1999;

-    Quarterly Report on Form 10-Q for the quarterly period ended September 30,
     1999; and

-    The description of our common stock contained in the Form 8-A Registration
     Statement filed with the SEC on September 16, 1992 and any amendment or
     report filed for the purpose of updating those descriptions.

        All reports and other documents subsequently filed pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this
offering shall be deemed to be incorporated by reference in this Prospectus and
to be a part of this Prospectus from the date of filing thereof. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        The Law Offices of Bruce R. Thaw, 45 Banfi Plaza, Farmingdale, NY 11735
will pass upon the validity of the issuance of the shares offered hereby for us.
Mr. Thaw is a director and serves as our general counsel for which he has been
paid customary legal fees. Mr. Thaw also owns 220,000 shares of our Common
Stock.

                                        1
3

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Delaware General Corporation Law, as amended, provides for the
indemnification of the Company's officers, directors and corporate employees and
agents under certain circumstances as follows:

                             DEL. CODE ANN. TITLE 8

Sec. 145. Indemnification of officers, directors, employees and agents;
insurance

     a) A corporation 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
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the corporation
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorney's fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he 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 his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
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
reasonable cause to believe that his conduct was unlawful.

     b) A corporation 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 or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees),
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
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 Court of Chancery or such other court
shall deem proper.

     c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

     d) Any indemnification under subsection (a) and (b) of this section (unless
ordered by a court) shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b) of this
section. Such determination shall be made (1) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceedings, or (2) if such a quorum is not obtainable, or,
even, if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (3) by the stockholders.

     e) Expenses incurred by an officer or director in defending a civil or
criminal action, suit or proceeding may be paid by the corporation in advance of
the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this section. 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.

                                        2
4

     f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.

     g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under this section.

     h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

     i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.

     j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

     The Certificate of Incorporation of the Company provides that the
indemnification provisions of Sections 102(b)(7) and 145 of the Delaware
Corporation Law shall be utilized to the fullest extent possible. Further, the
Certificate of Incorporation contains provisions to eliminate the liability of
the Company's directors to the Company or its stockholders to the fullest extent
permitted by Section 102(b)(7) of the Delaware General Corporation Law, as
amended from time to time.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, is permitted to directors, officers or controlling persons
of the Registrant, pursuant to the above mentioned statutes or otherwise, the
Registrant understands that the Securities and Exchange Commission is of the
opinion that such indemnification may contravene federal public policy, as
expressed in said Act, and therefore, may be unenforceable. Accordingly, in the
event that a claim for such indemnification is asserted by any director, officer
or a controlling person of the Company, and the Commission is still of the same
opinion, the Registrant (except insofar as such claim seeks reimbursement by the
Registrant of expenses paid or incurred by a director, officer of controlling
person in successful defense of any action, suit or proceeding) will, unless the
matter has theretofore been adjudicated by precedent deemed by counsel for the
Registrant to be controlling, submit to a court of appropriate jurisdiction the
question whether or not indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue. The Placement Agent's Warrants provide for reciprocal indemnification and
such provisions are incorporated by reference herein.

                                        3
5

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not Applicable.

ITEM 8. EXHIBITS.

4.1         Specimen of Common Stock Certificate of Registrant (1)

4.2         Articles of Incorporation of Registrant, as filed with the
            Secretary of State of Delaware on November 1, 1988, as amended on
            March 6, 1989, May 19, 1989, September 22, 1992, June 30, 1995 and
            October 4, 1995 (2)

4.3         By-laws of Registrant (1)

4.4         Information Resource Engineering, Inc. 1999 Employee Stock Option
            Plan (3)

4.5         Information Resource Engineering, Inc. 1999 Stock Bonus Plan (3)

4.6         Information Resource Engineering, Inc. Non-Employee Director Stock
            Option Plan (3)

4.7         Example of Stock Option Agreement intended to be used under the
            1999 Employee Stock Option Plan.

4.8         Example of Stock Option Agreement intended to be used under the
            Non-Employee Director Stock Option Plan.

5           Opinion of Counsel as to the legality of securities being
            registered

15          None

23A         Consent of Bruce R. Thaw, Counsel to the Company (contained in
            Exhibit 5)

23B         Consent of KPMG LLP, Independent Auditors

24          Power of Attorney - See signature page

28          None

(1)  Filed as an exhibit to the Registration Statement on Form S-18 (File No.
     33-28673) of the Registrant and incorporated herein by reference.
(2)  Filed as an exhibit to the Registration Statement on Form SB-2 (File No.
     33-80161) of the Registrant and incorporated herein by reference.
(3)  Filed as an exhibit to a Definitive Proxy Statement on Schedule 14A for the
     Annual Meeting of Shareholders held on July 28, 1999 and incorporated
     herein by reference.

ITEM 17.  UNDERTAKINGS

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, 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.

                                        4
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.

     (4) 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 any charge provision, by-law contract, arrangements
statute, 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 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 against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.

                                        5
7

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the 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 at Baltimore, Maryland on the 30th day of November, 1999.

                                  INFORMATION RESOURCE ENGINEERING, INC.

                                        By:/s/Anthony A. Caputo
                                           -------------------------------------
                                           ANTHONY A. CAPUTO, Chairman,
                                           President and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENT, that each of the undersigned whose signature
appears below constitutes and appoints Anthony A. Caputo and David A. Skalitzky,
and each of them (with full power of each of them to act alone), his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution for him and on his behalf, and in his name, place and stead, in
any and all capacities to execute and sign any and all amendments or
post-effective amendments to this registration statement, or subsequent
registration statements related to the shares registered hereby and to file the
same, with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agents or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof and the
Registrant hereby confers like authority on its behalf.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated:
Signature                                  Title                                     Date
--------------------------------------------------------------------------------------------------
/s/ Anthony A. Caputo          Chairman, President and Chief Executive          November 30,1999
-----------------------        Officer (Principal Executive Officer)
ANTHONY A. CAPUTO

/s/ Carole D. Argo             Senior Vice President and Chief                  November 30,1999
-----------------------        Financial Officer
CAROLE D. ARGO                 (Principal Financial and Accounting Officer)

/s/ Thomas A. Brooks           Director                                         November 30,1999
-----------------------
THOMAS A. BROOKS

/s/ Douglas E. Kozlay          Director                                         November 30,1999
-----------------------
DOUGLAS E. KOZLAY

                               Director                                         November 30,1999
-----------------------
SHELLEY A. HARRISON

/s/ Ira A Hunt, Jr.            Director                                         November 30,1999
-----------------------
IRA A. HUNT, JR.

/s/ Bruce R. Thaw              Director                                         November 30,1999
-----------------------
BRUCE R. THAW
6