<PAGE>   1

    As filed with the Securities and Exchange Commission on August 1, 1995

                                                        Registration No. 33-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C.  20549   

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

                            ----------------------

                        COMPUTER LANGUAGE RESEARCH, INC.
             (Exact name of registrant as specified in its charter)

         Texas                                                        75-1297386
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                               Identification No.)

2395 Midway Road                                                           75006
Carrollton, Texas                                                     (Zip Code)
(Address of Principal Executive Offices)

           COMPUTER LANGUAGE RESEARCH, INC., NON-EMPLOYEE DIRECTORS'
                             1994 STOCK OPTION PLAN
                            (Full Title of the Plan)   

                            ----------------------

                                Douglas H. Gross
                         Secretary and General Counsel
                        Computer Language Research, Inc.
                                2395 Midway Road
                            Carrollton, Texas  75006
                    (Name and address of agent for service)
                                 (214) 250-7000
         (Telephone number, including area code, of agent for service)

                            ----------------------
                                    Copy To:
                                  Guy H. Kerr
                           Locke Purnell Rain Harrell
                          (A Professional Corporation)
                          2200 Ross Avenue, Suite 2200
                              Dallas, Texas  75201

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================
Title                                     Proposed Maximum         Proposed Maximum                           
of Securities            Amount to be     Offering Price           Aggregate Offering         Amount of
to be Registered         Registered       Per Share (1)            Price (1)                  Registration Fee
--------------------------------------------------------------------------------------------------------------
<S>                       <C>              <C>                      <C>                       <C>
Common Stock,             250,000
$.01 Par Value            shares           $10.00                   $2,500,000                $862.09
==============================================================================================================
</TABLE>

(1) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, solely for purposes of calculating the registration fee, based on
the average of the high and low prices reported on the NASDAQ-National Market
System on July 26, 1995.
================================================================================

             Page 1 of 21 pages.  Exhibit Index appears at page 10.

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462 PROMULGATED UNDER THE ACT.
<PAGE>   2
                                     PART I
                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS


         The information specified by Item 1 and Item 2 of Part I of Form S-8
is omitted from this filing in accordance with the provisions of Rule 428 under
the Securities Act of 1933, as amended, and the introductory note of Part I of
Form S-8.


                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The documents set forth below are incorporated by reference in this
Registration Statement.  All documents subsequently filed by Computer Language
Research, Inc. (the "Company") pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities
offered hereunder have been sold or which deregisters all such 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.

         1.      The Company's Annual Report on Form 10-K for the year ended
                 December 31, 1994.

         2.      The Company's Proxy Statement dated April 1, 1995, in
                 connection with the Annual Meeting of Shareholders of the
                 Company held on May 2, 1995.

         3.      The Company's Quarterly Report on Form 10-Q for the quarter
                 ended March 31, 1995.

         4.      The Company's Current Report on Form 8-K dated June 23, 1995.

         5.      The description of the Company's common stock, $.01 par value,
                 which is contained in the Company's Registration Statement on
                 Form 8-A dated June 13, 1983 (Commission File No. 0-12311)
                 filed pursuant to Section 12 of the Exchange Act, and all
                 amendments thereto and reports which have been filed for the
                 purpose of updating such description.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.





                                       1
<PAGE>   3
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article 2.02-1 of the Texas Business Corporation Act permits a
corporation to indemnify its directors and officers and to purchase insurance
with respect to liability arising out of their capacity or status as directors
and officers.  The Company's Bylaws provide that the Company shall indemnify a
director if the director conducted himself in good faith and reasonably
believed, in the case of conduct in his official capacity as a director of the
Company, that his conduct was in the Company's best interests, and in all other
cases, that his conduct was at least not opposed to the Company's best
interests, or, in the case of any criminal proceeding, the director had no
reasonable cause to believe his conduct was unlawful.  The Company's Bylaws
also provide that the Company shall indemnify its directors against reasonable
expenses incurred in a proceeding if the director has been wholly successful,
on the merits or otherwise, in the defense of the proceeding or if a court of
competent jurisdiction determines that the director is fairly and reasonably
entitled to indemnification.  The Bylaws further provide that the Company may
purchase and maintain insurance on behalf of directors, officers, employees and
agents of the Company whether or not the Company would have the power to
indemnify them against that liability under the Bylaws.  In addition, the
Company's Articles of Incorporation provide that a director shall not be liable
to the Company or its shareholders for monetary damages for an act or omission
in the director's capacity as a director, except for: (i) a breach of the
director's duty of loyalty to the Company or its shareholders; (ii) an act or
omission not in good faith that constitutes a breach of duty of the director to
the Company or an act or omission that involves intentional misconduct or a
knowing violation of the law; (iii) a transaction from which the director
received an improper personal benefit, whether or not the benefit resulted from
an action taken within the scope of the director's office; or (iv) an act or
omission for which the liability of a director is expressly provided by an
applicable statute.

         Article XII of the Company's Articles of Incorporation, included as
Exhibit 3.06 to the Form 10-K (Commission File No. 0-12311), for the fiscal
year ended December 31, 1993, which provides for the limitation of a director's
liability to the Company and its shareholders for monetary damages, is
incorporated herein by reference.  Article Eleven of the Company's Bylaws,
included as Exhibit 3.07 to the Form 10-K (Commission File No. 0-12311), for
the fiscal year ended December 31, 1994, which provides for indemnification of
directors and officers, is incorporated herein by reference.

         The Company maintains insurance for its directors and officers against
liabilities for actions taken in such capacities, including certain liabilities
under the federal securities laws.





                                       2
<PAGE>   4
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

         5.1     Opinion of Locke Purnell Rain Harrell (A Professional
                 Corporation).

         23.1    Consent of Ernst & Young, LLP, Independent Auditors.

         23.2    Consent of Locke Purnell Rain Harrell (A Professional
                 Corporation) (included in opinion filed as Exhibit 5.1
                 hereto).

         24.1    Power of Attorney (included on the signature page of this
                 Registration Statement).

         99.1    Computer Language Research, Inc., Non-Employee Directors' 1994
                 Stock Option Plan.





                                       3
<PAGE>   5
ITEM 9.  UNDERTAKINGS.

         The Company 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 (the "Act");

                 (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 thereof) 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 (1)(i) and (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 or furnished to the Securities and
                 Exchange Commission by the Company pursuant to Section 13 or
                 Section 15(d) of the Exchange Act that are incorporated by
                 reference in this  Registration Statement.

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

         (3)     To remove from registration by means of a post-effective
                 amendment any of the securities being registered which remain
                 unsold at the termination of the offering.

         (4)     That, for purposes of determining any liability under the Act,
                 each filing of the Company'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 this 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.





                                       4
<PAGE>   6
         (5)     Insofar as indemnification for liabilities arising under the
                 Act may be permitted to directors, officers and controlling
                 persons of the Company pursuant to the foregoing provisions,
                 or otherwise, the Company 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 Company of expenses incurred or paid by a
                 director, officer or controlling person of the Company 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 Company
                 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.





                                       5
<PAGE>   7
                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Carrollton, State of Texas, on July 28, 1995.

                                             COMPUTER LANGUAGE RESEARCH, INC.,
                                             a Texas corporation


                                             By:    /s/ Stephen T. Winn      
                                                ----------------------------
                                                 Stephen T. Winn, President





                                       6
<PAGE>   8
         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Stephen T. Winn, President of the
Company, M. Brian Healy, Group Vice President-Finance and Administration of the
Company, and Douglas H. Gross, Secretary and General Counsel of the Company,
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
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and
to file the same with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange 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.

         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/ Stephen T. Winn                     President and Director                    July 28, 1995
  -----------------------------              (Principal Executive                                   
  Stephen T. Winn                            Officer)            
                                                                 
                                             

     /s/ M. Brian Healy                      Group Vice President-                     July 28, 1995
  -----------------------------              Finance and Administration                             
  M. Brian Healy                             (Principal Financial Officer
                                             and Principal Accounting    
                                             Officer)                    
                                                                         
                                             

     /s/ Francis W. Winn                     Chairman of the Board and                 July 28, 1995
  -----------------------------              Director                                               
  Francis W. Winn                                    
                                             

     /s/ Dr. David L. Winn                   Director                                  July 28, 1995
  -----------------------------                                                                     
  Dr. David L. Winn


     /s/ James R. Dunaway, Jr.               Director                                  July 28, 1995
  -----------------------------                                                                     
  James R. Dunaway, Jr.
</TABLE>





                                       7
<PAGE>   9
<TABLE>
   <S>                                        <C>                                       <C>
      /s/ Alfred R. Berkeley III              Director                                  July 28, 1995
   -----------------------------                                                                     
   Alfred R. Berkeley III

      /s/ Merle J. Volding                    Director                                  July 28, 1995
   -----------------------------                                                                     
   Merle J. Volding


      /s/ Max D. Hopper                       Director                                  July 28, 1995
   -----------------------------                                                                     
   Max D. Hopper
</TABLE>





                                       8
<PAGE>   10
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
          Exhibit
          -------
          Number                    Exhibit                                                    Sequentially Number Page
          ------                    -------                                                    ------------------------
          <S>                       <C>                                                                 <C>
          5.1                       Opinion of Locke Purnell Rain Harrell (A                            11
                                    Professional Corporation).

          23.1                      Consent of Ernst & Young, LLP, Independent                          14
                                    Auditors.

          23.2                      Consent of Locke Purnell Rain Harrell (A
                                    Professional Corporation) (included in opinion
                                    filed as Exhibit 5.1 hereto).

          24.1                      Power of Attorney (included on the signature page
                                    of this Registration Statement).

          99.1                      Computer Language Research, Inc., Non-Employee                      16
                                    Directors' 1994 Stock Option Plan.
</TABLE>





                                       9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20709}]
1

    As filed with the Securities and Exchange Commission on August 1, 1995

                                                        Registration No. 33-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C.  20549   

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

                            ----------------------

                        COMPUTER LANGUAGE RESEARCH, INC.
             (Exact name of registrant as specified in its charter)

         Texas                                                        75-1297386
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                               Identification No.)

2395 Midway Road                                                           75006
Carrollton, Texas                                                     (Zip Code)
(Address of Principal Executive Offices)

           COMPUTER LANGUAGE RESEARCH, INC., NON-EMPLOYEE DIRECTORS'
                             1994 STOCK OPTION PLAN
                            (Full Title of the Plan)   

                            ----------------------

                                Douglas H. Gross
                         Secretary and General Counsel
                        Computer Language Research, Inc.
                                2395 Midway Road
                            Carrollton, Texas  75006
                    (Name and address of agent for service)
                                 (214) 250-7000
         (Telephone number, including area code, of agent for service)

                            ----------------------
                                    Copy To:
                                  Guy H. Kerr
                           Locke Purnell Rain Harrell
                          (A Professional Corporation)
                          2200 Ross Avenue, Suite 2200
                              Dallas, Texas  75201

                        CALCULATION OF REGISTRATION FEE
==============================================================================================================
Title                                     Proposed Maximum         Proposed Maximum                           
of Securities            Amount to be     Offering Price           Aggregate Offering         Amount of
to be Registered         Registered       Per Share (1)            Price (1)                  Registration Fee
--------------------------------------------------------------------------------------------------------------
Common Stock,             250,000
$.01 Par Value            shares           $10.00                   $2,500,000                $862.09
==============================================================================================================
(1) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, solely for purposes of calculating the registration fee, based on
the average of the high and low prices reported on the NASDAQ-National Market
System on July 26, 1995.
================================================================================

             Page 1 of 21 pages.  Exhibit Index appears at page 10.

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462 PROMULGATED UNDER THE ACT.
2
                                     PART I
                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

         The information specified by Item 1 and Item 2 of Part I of Form S-8
is omitted from this filing in accordance with the provisions of Rule 428 under
the Securities Act of 1933, as amended, and the introductory note of Part I of
Form S-8.

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The documents set forth below are incorporated by reference in this
Registration Statement.  All documents subsequently filed by Computer Language
Research, Inc. (the "Company") pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities
offered hereunder have been sold or which deregisters all such 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.

         1.      The Company's Annual Report on Form 10-K for the year ended
                 December 31, 1994.

         2.      The Company's Proxy Statement dated April 1, 1995, in
                 connection with the Annual Meeting of Shareholders of the
                 Company held on May 2, 1995.

         3.      The Company's Quarterly Report on Form 10-Q for the quarter
                 ended March 31, 1995.

         4.      The Company's Current Report on Form 8-K dated June 23, 1995.

         5.      The description of the Company's common stock, $.01 par value,
                 which is contained in the Company's Registration Statement on
                 Form 8-A dated June 13, 1983 (Commission File No. 0-12311)
                 filed pursuant to Section 12 of the Exchange Act, and all
                 amendments thereto and reports which have been filed for the
                 purpose of updating such description.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

                                       1
3
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article 2.02-1 of the Texas Business Corporation Act permits a
corporation to indemnify its directors and officers and to purchase insurance
with respect to liability arising out of their capacity or status as directors
and officers.  The Company's Bylaws provide that the Company shall indemnify a
director if the director conducted himself in good faith and reasonably
believed, in the case of conduct in his official capacity as a director of the
Company, that his conduct was in the Company's best interests, and in all other
cases, that his conduct was at least not opposed to the Company's best
interests, or, in the case of any criminal proceeding, the director had no
reasonable cause to believe his conduct was unlawful.  The Company's Bylaws
also provide that the Company shall indemnify its directors against reasonable
expenses incurred in a proceeding if the director has been wholly successful,
on the merits or otherwise, in the defense of the proceeding or if a court of
competent jurisdiction determines that the director is fairly and reasonably
entitled to indemnification.  The Bylaws further provide that the Company may
purchase and maintain insurance on behalf of directors, officers, employees and
agents of the Company whether or not the Company would have the power to
indemnify them against that liability under the Bylaws.  In addition, the
Company's Articles of Incorporation provide that a director shall not be liable
to the Company or its shareholders for monetary damages for an act or omission
in the director's capacity as a director, except for: (i) a breach of the
director's duty of loyalty to the Company or its shareholders; (ii) an act or
omission not in good faith that constitutes a breach of duty of the director to
the Company or an act or omission that involves intentional misconduct or a
knowing violation of the law; (iii) a transaction from which the director
received an improper personal benefit, whether or not the benefit resulted from
an action taken within the scope of the director's office; or (iv) an act or
omission for which the liability of a director is expressly provided by an
applicable statute.

         Article XII of the Company's Articles of Incorporation, included as
Exhibit 3.06 to the Form 10-K (Commission File No. 0-12311), for the fiscal
year ended December 31, 1993, which provides for the limitation of a director's
liability to the Company and its shareholders for monetary damages, is
incorporated herein by reference.  Article Eleven of the Company's Bylaws,
included as Exhibit 3.07 to the Form 10-K (Commission File No. 0-12311), for
the fiscal year ended December 31, 1994, which provides for indemnification of
directors and officers, is incorporated herein by reference.

         The Company maintains insurance for its directors and officers against
liabilities for actions taken in such capacities, including certain liabilities
under the federal securities laws.

                                       2
4
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

         5.1     Opinion of Locke Purnell Rain Harrell (A Professional
                 Corporation).

         23.1    Consent of Ernst & Young, LLP, Independent Auditors.

         23.2    Consent of Locke Purnell Rain Harrell (A Professional
                 Corporation) (included in opinion filed as Exhibit 5.1
                 hereto).

         24.1    Power of Attorney (included on the signature page of this
                 Registration Statement).

         99.1    Computer Language Research, Inc., Non-Employee Directors' 1994
                 Stock Option Plan.

                                       3
5
ITEM 9.  UNDERTAKINGS.

         The Company 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 (the "Act");

                 (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 thereof) 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 (1)(i) and (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 or furnished to the Securities and
                 Exchange Commission by the Company pursuant to Section 13 or
                 Section 15(d) of the Exchange Act that are incorporated by
                 reference in this  Registration Statement.

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

         (3)     To remove from registration by means of a post-effective
                 amendment any of the securities being registered which remain
                 unsold at the termination of the offering.

         (4)     That, for purposes of determining any liability under the Act,
                 each filing of the Company'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 this 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.

                                       4
6
         (5)     Insofar as indemnification for liabilities arising under the
                 Act may be permitted to directors, officers and controlling
                 persons of the Company pursuant to the foregoing provisions,
                 or otherwise, the Company 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 Company of expenses incurred or paid by a
                 director, officer or controlling person of the Company 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 Company
                 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.

                                       5
7
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Carrollton, State of Texas, on July 28, 1995.

                                             COMPUTER LANGUAGE RESEARCH, INC.,
                                             a Texas corporation

                                             By:    /s/ Stephen T. Winn      
                                                ----------------------------
                                                 Stephen T. Winn, President

                                       6
8
         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Stephen T. Winn, President of the
Company, M. Brian Healy, Group Vice President-Finance and Administration of the
Company, and Douglas H. Gross, Secretary and General Counsel of the Company,
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
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and
to file the same with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange 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.

         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/ Stephen T. Winn                     President and Director                    July 28, 1995
  -----------------------------              (Principal Executive                                   
  Stephen T. Winn                            Officer)            
                                                                 
                                             

     /s/ M. Brian Healy                      Group Vice President-                     July 28, 1995
  -----------------------------              Finance and Administration                             
  M. Brian Healy                             (Principal Financial Officer
                                             and Principal Accounting    
                                             Officer)                    
                                                                         
                                             

     /s/ Francis W. Winn                     Chairman of the Board and                 July 28, 1995
  -----------------------------              Director                                               
  Francis W. Winn                                    
                                             

     /s/ Dr. David L. Winn                   Director                                  July 28, 1995
  -----------------------------                                                                     
  Dr. David L. Winn

     /s/ James R. Dunaway, Jr.               Director                                  July 28, 1995
  -----------------------------                                                                     
  James R. Dunaway, Jr.
7
9
/s/ Alfred R. Berkeley III              Director                                  July 28, 1995
   -----------------------------                                                                     
   Alfred R. Berkeley III

      /s/ Merle J. Volding                    Director                                  July 28, 1995
   -----------------------------                                                                     
   Merle J. Volding

      /s/ Max D. Hopper                       Director                                  July 28, 1995
   -----------------------------                                                                     
   Max D. Hopper
8
10
                               INDEX TO EXHIBITS
Exhibit
          -------
          Number                    Exhibit                                                    Sequentially Number Page
          ------                    -------                                                    ------------------------
5.1                       Opinion of Locke Purnell Rain Harrell (A                            11
                                    Professional Corporation).

          23.1                      Consent of Ernst & Young, LLP, Independent                          14
                                    Auditors.

          23.2                      Consent of Locke Purnell Rain Harrell (A
                                    Professional Corporation) (included in opinion
                                    filed as Exhibit 5.1 hereto).

          24.1                      Power of Attorney (included on the signature page
                                    of this Registration Statement).

          99.1                      Computer Language Research, Inc., Non-Employee                      16
                                    Directors' 1994 Stock Option Plan.
9