<PAGE>

As filed with the Securities and Exchange Commission on May 31, 2001

                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             Registration Statement
                        Under the Securities Act of 1933

                           UNIGRAPHICS SOLUTIONS INC.
                           --------------------------
             (Exact Name of Registrant as Specified in Its Charter)

<TABLE>
<S>                                       <C>                                    <C>
                                                                                       10824 HOPE STREET
         DELAWARE                                  75-2728894                       CYPRESS, CALIFORNIA  90630
-------------------------------          -------------------------------            --------------------------
(State or Other Jurisdiction of          (I.R.S. Employer Identification               (Address of Principal
 Incorporation or Organization)                     Number)                              Executive Offices)

</TABLE>

                 UNIGRAPHICS SOLUTIONS INC. 2001 INCENTIVE PLAN
                 ----------------------------------------------
                            (Full Title of the Plan)

                               Anthony J. Affuso
                     President and Chief Executive Officer
                           Unigraphics Solutions Inc.
                               10824 Hope Street
                        Cypress, California  90630-5214
                                 (714) 952-0311
            (Name, Address, including Zip Code and Telephone Number,
                   including Area Code, of Agent For Service)

                    Please Send Copies of Communications to:
                             R. Randall Wang, Esq.
                                 Bryan Cave LLP
                      One Metropolitan Square, Suite 3600
                        St. Louis, Missouri  63102-2750
                                 (314) 259-2000

    Approximate date of commencement of the proposed sale of the securities:
As soon as practicable after the effective date of this Registration Statement.

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================
                                             Proposed Maximum        Proposed Maximum
  Title of Securities      Amount to be       Offering Price        Aggregate Offering         Amount of
    to be Registered        Registered         Per Interest            Price(1)(2)          Registration Fee
-------------------------------------------------------------------------------------------------------------
<S>                        <C>               <C>                    <C>                     <C>
Class A Common Stock,        4,500,000             (3)
 $0.01 par value per          Shares                                   $133,245,000              $33,312
 share(2)
=============================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
    Proposed maximum offering price represents the average of the high and low
    prices of the Class A Common Stock as reported on the New York Stock
    Exchange on May 29, 2001 in accordance with Rules 457(o) and 457(h) of the
    Securities Act of 1933, as amended.

(2) This Registration Statement also covers such additional shares of Class A
    common stock as may be issuable pursuant to the antidilution provisions of
    the plan.

(3) Omitted pursuant to Rule 457(c) under the Securities Act of 1933, as
    amended.
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     As permitted by the rules of the Securities and Exchange Commission, this
Registration Statement omits the information specified in Part I of Form S-8.
The documents containing the information specified in Part I of this
Registration Statement will be sent or given to eligible employees as specified
by Rule 428(b) promulgated under the Securities Act of 1933, as amended (the
"Securities Act"). Such documents are not being filed with the Securities and
Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
promulgated under the Securities Act.
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents have been filed by Unigraphics Solutions Inc. with
the Securities and Exchange Commission (the "Commission") under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and are incorporated
herein by reference:

     -  The  Company's Annual Report on Form 10-K for the year ended December
        31, 2000.

     -  The description of the Class A Common Stock as contained in the
        Company's Registration Statement on Form 8-A dated May 21, 1998, which
        incorporates by reference the section entitled "Description of Capital
        Stock" contained in the Prospectus filed as part of the Company's
        Registration Statement on Form S-1, as amended (File No. 333-48261).

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act (prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold) shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.  Any statement contained herein or in a document
incorporated, or deemed to be incorporated, by reference herein, shall be deemed
to be modified or superseded for purposes hereof to the extent that a statement
contained herein or in any other subsequently filed document modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part hereof.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

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

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") provides that a Delaware corporation may indemnify directors and
officers and certain other individuals against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by any such person in connection with any threatened, pending or
completed action, suit or proceeding (other than an action by or in the right of
the corporation) in which such person is involved because such person is a
director or officer of the corporation, if such person acted in good faith and
in a manner that such person reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that such person's conduct was
unlawful. No indemnification shall be made to an officer

                                      II-1
<PAGE>

or director or other qualified individual if such person shall have been
adjudged to be liable to the corporation unless such person acted in good faith
and in a manner that such person reasonably believed to be in or not opposed to
the best interests of the corporation and only to the extent the Court of
Chancery of the State of Delaware or the court in which such action or suit was
brought, determined that despite the adjudication of liability such person is
fairly and reasonably entitled to such indemnification. If such person is
successful on the merits or otherwise in defense of any action, Section 145 of
the DGCL provides that such person shall be indemnified against expenses
including attorneys' fees actually and reasonably incurred by that person in
connection therewith. Section 102(b)(7) of the DGCL provides that the liability
of a director may not be limited or eliminated for the breach of such director's
duty of loyalty to the corporation or its stockholders, for such director's
intentional acts or omissions not in good faith, for such director's concurrence
in or vote for an unlawful payment of a dividend or unlawful stock purchase or
redemption or for any improper personal benefit derived by the director from any
transaction.

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

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

     The indemnification referred to in the preceding paragraph will be from and
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by the indemnitee or on his or
her behalf in connection with such action, suit or proceeding and any appeal
therefrom. However, such indemnification will only be provided if the indemnitee
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Company and, with respect to any
criminal action, suit or proceeding, had no reasonable cause to believe his or
her conduct was unlawful. Notwithstanding the preceding two sentences, in the
case of an action or suit by or in the right of the Company to procure a
judgment in its favor (a) the indemnification referred to in this paragraph will
be limited to expenses (including attorneys' fees) actually and reasonably
incurred by such person in the defense or settlement of such action or suit, and
(b) no indemnification will be made in respect of any claim, issue or matter as
to which such person will have been adjudged to be liable to the Company unless,
and only to the extent that, the Delaware Court of Chancery (or the court in
which such action or suit was brought) determines upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Delaware Court of Chancery (or such other court) deems proper. To the
extent that a director, officer, employee or agent of the Company has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to above or in defense of any claim, issue or matter
therein, he or she will be indemnified against expenses (including attorneys'
fees) actually and reasonable incurred by him or her in connection therewith.
Expenses incurred by a director or officer in defending a civil or criminal
action, suit or proceeding will be paid by the Company in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of the director or officer to repay such amount if it will
ultimately be determined that he or she is not entitled to be indemnified by the
Company. Such expenses incurred by other employees and agents may be so paid
upon such terms and conditions, if any, as the Board of Directors deems
appropriate.

                                      II-2
<PAGE>

     The indemnification described in the preceding two paragraphs will not be
deemed exclusive of any other rights to which those indemnified may be entitled
under any Bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office, will continue as to a person who has
ceased to be a director, officer, employee or agent and will inure to the
benefit of the heirs, executors and administrators of such a person.

     The Company will maintain insurance on behalf of any person who is or was
or has agreed to serve at the request of the Company as a director or officer of
the Company, or is or was serving at the request of the Company as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against, and incurred by, him or her
or on his or her behalf in any such capacity, or arising out of his or her
status as such, whether or not the Company would have the power to indemnify him
or her against such liability under the provisions of the Bylaws.

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

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

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

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

                                      II-3
<PAGE>

Item 8.  Exhibits.

     Reference is made to the Exhibit Index filed herewith.

Item 9.  Undertakings.

     The undersigned registrant hereby undertakes as follows:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

  (i) to include any prospectus required by Section 10(a)(3) of the Securities
Act;

  (ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement
notwithstanding; and

  (iii)  to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by the
foregoing paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

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

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

     (4) That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-4
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cypress, State of California on May 31, 2001.

                              UNIGRAPHICS SOLUTIONS INC.


                              By:      /s/ Anthony J. Affuso
                                       ---------------------
                                    Anthony J. Affuso
                                    President and Chief Executive Officer

                               POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints
each of Anthony J. Affuso, Douglas E. Barnett and J. Randall Walti his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
and supplements 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, and hereby grants to each of such 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, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-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.

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


<TABLE>
<CAPTION>
/s/ Paul J. Chiapparone                              Chairman of the Board of Directors            May 31, 2001
------------------------------------
Paul J. Chiapparone

<S>                                         <C>                                                    <C>
  /s/ Anthony J. Affuso                        President, Chief Executive Officer and Director     May 31, 2001
------------------------------------                    (Principal Executive Officer)
Anthony J. Affuso

  /s/ Douglas E. Barnett                         Vice President and Chief Financial Officer        May 31, 2001
------------------------------------            (Principal Financial and Accounting Officer)
Douglas E. Barnett

  /s/ George M. Abigail                                           Director                         May 31, 2001
------------------------------------
George M. Abigail

  /s/ D. Gilbert Friedlander                                      Director                         May 31, 2001
------------------------------------
D. Gilbert Friedlander

  /s/ J. Davis Hamlin                                             Director                         May 31, 2001
------------------------------------
J. Davis Hamlin

  /s/ Jeffrey M. Heller                                           Director                         May 31, 2001
------------------------------------
Jeffrey M. Heller
</TABLE>

                                     II-5
<PAGE>
<TABLE>
<S>                                                               <C>                              <C>

  /s/ Leo J. Thomas                                               Director                         May 31, 2001
------------------------------------
Leo J. Thomas

  /s/ William P. Weber                                            Director                         May 31, 2001
------------------------------------
William P. Weber
</TABLE>

                                      II-6
<PAGE>

                                 EXHIBIT INDEX


     Exhibit   Description
     -------   -----------

     4.1       Unigraphics Solutions Inc. 2001 Incentive Plan

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

     23.1      Consent of KPMG LLP

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

     24.1      Power of Attorney (included on page II-5)

                                      II-7
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 27128}]
{"company-data": {"conformed-name": "UNIGRAPHICS SOLUTIONS INC", "cik": "0001055246", "assigned-sic": "7372", "irs-number": "752728894", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61960", "film-number": "1651752"}, "business-address": {"street1": "13736 RIVERPORT DR", "city": "ST LOUIS", "state": "MO", "zip": "63043", "phone": "3143448244"}, "mail-address": {"street1": "13736 RIVERPORT DRIVE", "city": "MARYLAND HEIGHTS", "state": "MO", "zip": "63043"}}
As filed with the Securities and Exchange Commission on May 31, 2001

                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             Registration Statement
                        Under the Securities Act of 1933

                           UNIGRAPHICS SOLUTIONS INC.
                           --------------------------
             (Exact Name of Registrant as Specified in Its Charter)
10824 HOPE STREET
         DELAWARE                                  75-2728894                       CYPRESS, CALIFORNIA  90630
-------------------------------          -------------------------------            --------------------------
(State or Other Jurisdiction of          (I.R.S. Employer Identification               (Address of Principal
 Incorporation or Organization)                     Number)                              Executive Offices)
UNIGRAPHICS SOLUTIONS INC. 2001 INCENTIVE PLAN
                 ----------------------------------------------
                            (Full Title of the Plan)

                               Anthony J. Affuso
                     President and Chief Executive Officer
                           Unigraphics Solutions Inc.
                               10824 Hope Street
                        Cypress, California  90630-5214
                                 (714) 952-0311
            (Name, Address, including Zip Code and Telephone Number,
                   including Area Code, of Agent For Service)

                    Please Send Copies of Communications to:
                             R. Randall Wang, Esq.
                                 Bryan Cave LLP
                      One Metropolitan Square, Suite 3600
                        St. Louis, Missouri  63102-2750
                                 (314) 259-2000

    Approximate date of commencement of the proposed sale of the securities:
As soon as practicable after the effective date of this Registration Statement.

                        CALCULATION OF REGISTRATION FEE
=============================================================================================================
                                             Proposed Maximum        Proposed Maximum
  Title of Securities      Amount to be       Offering Price        Aggregate Offering         Amount of
    to be Registered        Registered         Per Interest            Price(1)(2)          Registration Fee
-------------------------------------------------------------------------------------------------------------
Class A Common Stock,        4,500,000             (3)
 $0.01 par value per          Shares                                   $133,245,000              $33,312
 share(2)
=============================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee.
    Proposed maximum offering price represents the average of the high and low
    prices of the Class A Common Stock as reported on the New York Stock
    Exchange on May 29, 2001 in accordance with Rules 457(o) and 457(h) of the
    Securities Act of 1933, as amended.

(2) This Registration Statement also covers such additional shares of Class A
    common stock as may be issuable pursuant to the antidilution provisions of
    the plan.

(3) Omitted pursuant to Rule 457(c) under the Securities Act of 1933, as
    amended.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     As permitted by the rules of the Securities and Exchange Commission, this
Registration Statement omits the information specified in Part I of Form S-8.
The documents containing the information specified in Part I of this
Registration Statement will be sent or given to eligible employees as specified
by Rule 428(b) promulgated under the Securities Act of 1933, as amended (the
"Securities Act"). Such documents are not being filed with the Securities and
Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
promulgated under the Securities Act.
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents have been filed by Unigraphics Solutions Inc. with
the Securities and Exchange Commission (the "Commission") under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and are incorporated
herein by reference:

     -  The  Company's Annual Report on Form 10-K for the year ended December
        31, 2000.

     -  The description of the Class A Common Stock as contained in the
        Company's Registration Statement on Form 8-A dated May 21, 1998, which
        incorporates by reference the section entitled "Description of Capital
        Stock" contained in the Prospectus filed as part of the Company's
        Registration Statement on Form S-1, as amended (File No. 333-48261).

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act (prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold) shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.  Any statement contained herein or in a document
incorporated, or deemed to be incorporated, by reference herein, shall be deemed
to be modified or superseded for purposes hereof to the extent that a statement
contained herein or in any other subsequently filed document modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part hereof.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

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

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") provides that a Delaware corporation may indemnify directors and
officers and certain other individuals against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by any such person in connection with any threatened, pending or
completed action, suit or proceeding (other than an action by or in the right of
the corporation) in which such person is involved because such person is a
director or officer of the corporation, if such person acted in good faith and
in a manner that such person reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that such person's conduct was
unlawful. No indemnification shall be made to an officer

                                      II-1
or director or other qualified individual if such person shall have been
adjudged to be liable to the corporation unless such person acted in good faith
and in a manner that such person reasonably believed to be in or not opposed to
the best interests of the corporation and only to the extent the Court of
Chancery of the State of Delaware or the court in which such action or suit was
brought, determined that despite the adjudication of liability such person is
fairly and reasonably entitled to such indemnification. If such person is
successful on the merits or otherwise in defense of any action, Section 145 of
the DGCL provides that such person shall be indemnified against expenses
including attorneys' fees actually and reasonably incurred by that person in
connection therewith. Section 102(b)(7) of the DGCL provides that the liability
of a director may not be limited or eliminated for the breach of such director's
duty of loyalty to the corporation or its stockholders, for such director's
intentional acts or omissions not in good faith, for such director's concurrence
in or vote for an unlawful payment of a dividend or unlawful stock purchase or
redemption or for any improper personal benefit derived by the director from any
transaction.

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

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

     The indemnification referred to in the preceding paragraph will be from and
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by the indemnitee or on his or
her behalf in connection with such action, suit or proceeding and any appeal
therefrom. However, such indemnification will only be provided if the indemnitee
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Company and, with respect to any
criminal action, suit or proceeding, had no reasonable cause to believe his or
her conduct was unlawful. Notwithstanding the preceding two sentences, in the
case of an action or suit by or in the right of the Company to procure a
judgment in its favor (a) the indemnification referred to in this paragraph will
be limited to expenses (including attorneys' fees) actually and reasonably
incurred by such person in the defense or settlement of such action or suit, and
(b) no indemnification will be made in respect of any claim, issue or matter as
to which such person will have been adjudged to be liable to the Company unless,
and only to the extent that, the Delaware Court of Chancery (or the court in
which such action or suit was brought) determines upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Delaware Court of Chancery (or such other court) deems proper. To the
extent that a director, officer, employee or agent of the Company has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to above or in defense of any claim, issue or matter
therein, he or she will be indemnified against expenses (including attorneys'
fees) actually and reasonable incurred by him or her in connection therewith.
Expenses incurred by a director or officer in defending a civil or criminal
action, suit or proceeding will be paid by the Company in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of the director or officer to repay such amount if it will
ultimately be determined that he or she is not entitled to be indemnified by the
Company. Such expenses incurred by other employees and agents may be so paid
upon such terms and conditions, if any, as the Board of Directors deems
appropriate.

                                      II-2
The indemnification described in the preceding two paragraphs will not be
deemed exclusive of any other rights to which those indemnified may be entitled
under any Bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office, will continue as to a person who has
ceased to be a director, officer, employee or agent and will inure to the
benefit of the heirs, executors and administrators of such a person.

     The Company will maintain insurance on behalf of any person who is or was
or has agreed to serve at the request of the Company as a director or officer of
the Company, or is or was serving at the request of the Company as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against, and incurred by, him or her
or on his or her behalf in any such capacity, or arising out of his or her
status as such, whether or not the Company would have the power to indemnify him
or her against such liability under the provisions of the Bylaws.

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

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

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

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

                                      II-3
Item 8.  Exhibits.

     Reference is made to the Exhibit Index filed herewith.

Item 9.  Undertakings.

     The undersigned registrant hereby undertakes as follows:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

  (i) to include any prospectus required by Section 10(a)(3) of the Securities
Act;

  (ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement
notwithstanding; and

  (iii)  to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by the
foregoing paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

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

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

     (4) That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cypress, State of California on May 31, 2001.

                              UNIGRAPHICS SOLUTIONS INC.

                              By:      /s/ Anthony J. Affuso
                                       ---------------------
                                    Anthony J. Affuso
                                    President and Chief Executive Officer

                               POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints
each of Anthony J. Affuso, Douglas E. Barnett and J. Randall Walti his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
and supplements 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, and hereby grants to each of such 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, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-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.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated below.
/s/ Paul J. Chiapparone                              Chairman of the Board of Directors            May 31, 2001
------------------------------------
Paul J. Chiapparone
/s/ Anthony J. Affuso                        President, Chief Executive Officer and Director     May 31, 2001
------------------------------------                    (Principal Executive Officer)
Anthony J. Affuso

  /s/ Douglas E. Barnett                         Vice President and Chief Financial Officer        May 31, 2001
------------------------------------            (Principal Financial and Accounting Officer)
Douglas E. Barnett

  /s/ George M. Abigail                                           Director                         May 31, 2001
------------------------------------
George M. Abigail

  /s/ D. Gilbert Friedlander                                      Director                         May 31, 2001
------------------------------------
D. Gilbert Friedlander

  /s/ J. Davis Hamlin                                             Director                         May 31, 2001
------------------------------------
J. Davis Hamlin

  /s/ Jeffrey M. Heller                                           Director                         May 31, 2001
------------------------------------
Jeffrey M. Heller
II-5
/s/ Leo J. Thomas                                               Director                         May 31, 2001
------------------------------------
Leo J. Thomas

  /s/ William P. Weber                                            Director                         May 31, 2001
------------------------------------
William P. Weber
II-6
EXHIBIT INDEX

     Exhibit   Description
     -------   -----------

     4.1       Unigraphics Solutions Inc. 2001 Incentive Plan

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

     23.1      Consent of KPMG LLP

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

     24.1      Power of Attorney (included on page II-5)

                                      II-7