As filed with the Securities and Exchange Commission on January 24, 2002
                                                   Registration No. 333-________

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                                  INFOVISTA SA
             (Exact name of Registrant as specified in its charter)

           France Republic                             Not Applicable
(State of incorporation or organization)   (I.R.S. Employer Identification No.)

                            6, rue de la Terre de Feu
                        91952 Courtaboeuf Cedex Les Ulis
                                     France
                    (Address of Principal Executive Offices)
                          -----------------------------
                       INFOVISTA SA 2001 STOCK OPTION PLAN
                            (Full title of the Plan)

                                 InfoVista Corp.
                    10440 Little Patuxent Parkway, 4th floor
                               Columbia, MD 21044
                     (Name and address of agent for service)

                                 (410) 997-4470
          (Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>

                                     CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------------------------------------
  Title of Securities      Amount to be     Proposed Maximum         Proposed Maximum         Amount of
  to be Registered(1)       Registered   Offering Price Per Share       Aggregate          Registration Fee
                                                                     Offering Price
------------------------------------------------------------------------------------------------------------
<S>                        <C>           <C>                       <C>                      <C>
Ordinary Shares, nominal       5,500          U.S. $27.40(2)        U.S. $  150,700(2)        U.S. $ 13.87
value (euro)0.54 per share    53,250          U.S. $ 9.58(2)        U.S. $  510,135(2)        U.S. $ 46.94
                              14,500          U.S. $ 7.20(2)        U.S. $  104,400(2)        U.S. $  9.61
                              11,000          U.S. $ 2.16(2)        U.S. $   23,760(2)        U.S. $  2.19
                              21,250          U.S. $ 3.77(2)        U.S. $   80,112.50(2)     U.S. $  7.37
                             809,455          U.S. $ 3.39(3)        U.S. $2,744,052.45(3)     U.S. $252.46
                             -------                               ----------------------     ------------
                             914,955                                U.S. $3,613,159.95        U.S. $332.44

------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

(1)      The Ordinary Shares may be represented by the Registrant's American
         Depositary Shares, each of which represents one Ordinary Share. A
         separate Registration Statement on Form F-6 (File No. 333-12152) has
         been filed for the registration of American Depositary Shares evidenced
         by American Depositary Receipts issuable upon deposit of Ordinary
         Shares.

(2)      Pursuant to Rule 457(h) under the Securities Act of 1933, as amended
         (the "Securities Act of 1933"), the Proposed Maximum Offering Price Per
         Share and the Proposed Maximum Aggregate Offering Price for a total of
         (I) 5,500 Ordinary Shares subject to currently outstanding stock
         options granted on January 24, 2001 pursuant to the 2001 Stock Option
         Plan (the "Plan") are based on the exercise price of U.S. $27.40, (II)
         53,250 Ordinary Shares subject to currently outstanding stock options
         granted on April 23, 2001 are based on the exercise price of U.S.
         $9.58, (III) 14,500 Ordinary Shares subject to currently outstanding
         stock options granted on June 20, 2001 are based on the exercise price
         of U.S. $7.20, (IV) 11,000 Ordinary Shares subject to currently
         outstanding stock options granted on September 26, 2001 are based on
         the exercise price of U.S. $2.16, and (V) 21,250 Ordinary Shares
         subject to currently outstanding stock options granted on December 13,
         2001 are based on the exercise price of U.S. $3.77. The exercise prices
         for all of the foregoing were converted from euros to U.S. dollars
         utilizing the noon buying rate in New York City for cable transfers
         payable in euros as certified for customs purposes by the Federal
         Reserve Bank of New York on January 22, 2002.

(3)      Estimated in accordance with Rules 457(c) and 457(h) under the
         Securities Act of 1933, the Proposed Maximum Offering Price Per Share
         and the Proposed Maximum Aggregate Offering Price for 809,455 Ordinary
         Shares available for future awards to employees in the United States
         under the Plan are based on the average of the high and low prices on
         January 22, 2002 and converted from euros to U.S. dollars utilizing the
         noon buying rate in New York City for cable transfers payable in euros
         as certified for customs purposes by the Federal Reserve Bank of New
         York on January 22, 2002.

                                  Page 2 of 10
                        Exhibit Index Appears on Page 10



<PAGE>


                                     Part I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information. *

Item 2. Registrant Information and Employee Plan Annual Information. *

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The  following  documents,  which have been filed with or  furnished to the
Securities  and Exchange  Commission  (the  "Commission")  by the Registrant are
                                             ----------
incorporated herein by reference and made a part hereof:

  (a)     the  Annual  Report on Form 20-F for its  fiscal  year  ended June 30,
          2001,  as filed with the  Commission on December 19, 2001 (File Number
          000-30838);

  (c)(1)  the description of the Registrant's  Ordinary Shares set forth under
          the headings  "Information  on the Company" under Sections 4.1 and 4.2
          and  "Additional   Information"  under  Sections  10.1  through  10.13
          contained  in the  Annual  Report  on Form  20-F,  as  filed  with the
          Commission on December 19, 2001 (File Number 000-30838);

     (2)  the description of the  Registrant's  American  Depositary  Shares set
          forth under the heading  "Description of American Depositary Receipts"
          contained in the Registrant's Registration Statement on Form F-1 (File
          No. 333-13110); and

     (3)  the  description  of  the  Registrant's   American  Depositary  Shares
          contained  in the form of  Deposit  Agreement  (including  the form of
          American Depositary Receipt) among the Company,  The Bank of New York,
          as Depositary,  and all owners and beneficial owners from time to time
          of ADRs issued  thereunder,  filed as Exhibit (a) to the  Registrant's
          Registration  Statement  on  Form  F-6,  dated  June  22,  2000  (File
          333-12152).
_________________
     *    Information  required by Part I to be contained  in the Section  10(a)
          prospectus is omitted from this  Registration  Statement in accordance
          with Rule 428 under the  Securities  Act,  and the "Note" to Part I of
          Form S-8.


                                  Page 3 of 10
<PAGE>

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the  Securities  Exchange Act of 1934,  as amended  (the  "Exchange
Act") subsequent to the effective date of this Registration Statement, but prior
to the  filing of a  post-effective  amendment  to this  Registration  Statement
indicating  that all securities  offered hereby have been sold or  deregistering
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 any document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such statement so modified or superseded  shall not be deemed to
constitute  a part of this  Registration  Statement,  except as so  modified  or
superseded.


Item 4. Description of Securities.

     Not applicable.


Item 5. Interests of Named Experts and Counsel.

     None.


Item 6. Indemnification of Directors and Officers.

     The Registrant  maintains  insurance against civil liability claims for its
directors and officers arising from the exploitation of its products.


Item 7. Exemption from Registration Claimed.

     Not applicable.


Item 8. Exhibits.

     See attached "Index to Exhibits" list.


Item 9. Undertakings.

     (a) The undersigned Registrant hereby undertakes;



                                  Page 4 of 10
<PAGE>

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

               (i) to include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

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

               (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  the
          Registration Statement;

          provided,  however,  that the  undertakings  set  forth in  paragraphs
          (a)(1)(i)  and  (a)(1)(ii)  above  do not  apply  if  the  information
          required  to  be  included  in a  post-effective  amendment  by  those
          paragraphs is contained in periodic reports filed with or furnished to
          the  Commission  by the  Registrant  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
     Securities Act of 1933, each such post-effective  amendment shall be deemed
     to be a new  registration  statement  relating  to the  securities  offered
     therein,  and the offering of such  securities at that time shall be deemed
     to be the initial bona fide offering thereof.

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

     (b) The undersigned Registrant hereby further undertakes that, for purposes
of determining  any liability  under the Securities Act of 1933,  each filing of
the  Registrant's  annual report filed on Form 20-F pursuant to Section 13(a) or
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 the time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against  public policy as expressed in the Securities Act of
1933  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


                                  Page 5 of 10
<PAGE>

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 of 1933 and will be governed by the final adjudication of such issue.





                                  Page 6 of 10

<PAGE>


                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the  Registrant,  InfoVista  SA,  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 Courtaboeuf,  France on
January 24, 2002.



                              INFOVISTA SA


                              By:      /s/ Alain Tingaud
                                       ------------------
                              Name:    Alain Tingaud
                              Title:   Chairman and Chief Executive Officer





                                  Page 7 of 10
<PAGE>


                                POWER OF ATTORNEY

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  indicated  on  the  dates  indicated.   In  addition,  each  of  the
undersigned hereby constitutes and appoints Alain Tingaud,  Philippe Ozanian and
David Forlizzi jointly and severally,  his true and lawful attorney-in-fact each
with power of substitution,  in his name and in the capacity indicated below, to
sign any and all further amendments  (including  post-effective  amendments) and
supplements  to this  Registration  Statement,  and including  any  registration
statement for the same offering that is to be effective upon filing  pursuant to
Rule  462(b)  under  the  Securities  Act of 1933,  and to file the  same,  with
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Commission,   hereby   ratifying  and  confirming  to  all  that  each  of  said
attorneys-in-fact,  or his substitute or substitutes, may do or cause to be done
by virtue hereof.
<TABLE>
<CAPTION>


Name and Signature                          Title                                            Date
------------------                          -----                                            ----
<S>                                    <C>                                                  <C>

/s/ Alain Tingaud                      Chairman and Chief Executive Officer                 1/24/02
------------------------------------
Alain Tingaud


/s/ Philippe Ozanian                   Executive Vice President, Chief Financial Officer    1/24/02
------------------------------------   and Corporate Services
Philippe Ozanian


/s/ David Forlizzi                     Vice President, Finance                              1/24/02
------------------------------------
David Forlizzi


/s/ Jean-Paul Bernardini               Director                                             1/24/02
------------------------------------
Jean-Paul Bernardini


                                       Director                                             ________
------------------------------------
Vertex Technology Fund Ltd.,
represented by Frankie Tan Siew Teck


/s/ Herbert May                        Director                                             1/24/02
------------------------------------
Herbert May


/s/ Hubert L. Tardieu                  Director                                             1/24/02
------------------------------------
Hubert L. Tardieu



                                  Page 8 of 10
<PAGE>

Name and Signature                          Title                                            Date
------------------                          -----                                            ----


/s/ Peter C. Waal                      Director                                             1/24/02
------------------------------------
Peter C. Waal


                                       Director                                             ________
------------------------------------
Bruce Cohen


/s/ David Forlizzi                     Duly Authorized Representative in the U.S.           1/24/02
------------------------------------
David Forlizzi


</TABLE>






                                  Page 9 of 10
<PAGE>
<TABLE>
<CAPTION>


                                INDEX TO EXHIBITS



Exhibit Number         Description                                                           Page
--------------         -----------                                                           ----
<S>                    <C>                                                                 <C>
     *4.1              Statuts (By-Laws) of the Registrant (unofficial English
                       translation).

     4.2               Form of Deposit Agreement (including the form of
                       American Depositary Receipt) among the Company, The
                       Bank of New York, as Depositary, and all owners and
                       beneficial owners from time to time of ADRs issued
                       thereunder (previously filed as Exhibit (a) to the
                       Registrant's Registration Statement on Form F-6,
                       dated June 22, 2000 (File No. 333-12152), and
                       incorporated herein by reference).

     *4.3              InfoVista SA 2001 Stock Option Plan (unofficial English
                       translation).

     *5                Opinion of Shearman & Sterling as to the legality of the
                       Ordinary Shares.

     *23.1             Consent of PricewaterhouseCoopers, independent accountants.

     *23.2             Consent of Shearman & Sterling (included in its opinion
                       filed as Exhibit 5).

     *24               Powers of attorney (included on signature page).




_________________________
*  Filed herewith.


</TABLE>

                                  Page 10 of 10
[{"type": "S-8", "sequence": "1", "filename": "infovistas8_jan2002.txt", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 19775}]
{"company-data": {"conformed-name": "INFOVISTA SA", "cik": "0001117064", "assigned-sic": "7372", "irs-number": "000000000", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81300", "film-number": "02516126"}, "business-address": {"street1": "6 RUE DE LA TERRE DE FEU", "street2": "COURTABOEUF", "city": "FRANCE", "state": "I0"}, "mail-address": {"street1": "6 RUE DE LA TERE DE FEU", "street2": "COURTABOEUF", "city": "FRANCE", "state": "I0"}}
As filed with the Securities and Exchange Commission on January 24, 2002
                                                   Registration No. 333-________

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                                  INFOVISTA SA
             (Exact name of Registrant as specified in its charter)

           France Republic                             Not Applicable
(State of incorporation or organization)   (I.R.S. Employer Identification No.)

                            6, rue de la Terre de Feu
                        91952 Courtaboeuf Cedex Les Ulis
                                     France
                    (Address of Principal Executive Offices)
                          -----------------------------
                       INFOVISTA SA 2001 STOCK OPTION PLAN
                            (Full title of the Plan)

                                 InfoVista Corp.
                    10440 Little Patuxent Parkway, 4th floor
                               Columbia, MD 21044
                     (Name and address of agent for service)

                                 (410) 997-4470
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------------------------------------
  Title of Securities      Amount to be     Proposed Maximum         Proposed Maximum         Amount of
  to be Registered(1)       Registered   Offering Price Per Share       Aggregate          Registration Fee
                                                                     Offering Price
------------------------------------------------------------------------------------------------------------
Ordinary Shares, nominal       5,500          U.S. $27.40(2)        U.S. $  150,700(2)        U.S. $ 13.87
value (euro)0.54 per share    53,250          U.S. $ 9.58(2)        U.S. $  510,135(2)        U.S. $ 46.94
                              14,500          U.S. $ 7.20(2)        U.S. $  104,400(2)        U.S. $  9.61
                              11,000          U.S. $ 2.16(2)        U.S. $   23,760(2)        U.S. $  2.19
                              21,250          U.S. $ 3.77(2)        U.S. $   80,112.50(2)     U.S. $  7.37
                             809,455          U.S. $ 3.39(3)        U.S. $2,744,052.45(3)     U.S. $252.46
                             -------                               ----------------------     ------------
                             914,955                                U.S. $3,613,159.95        U.S. $332.44

------------------------------------------------------------------------------------------------------------
(1)      The Ordinary Shares may be represented by the Registrant's American
         Depositary Shares, each of which represents one Ordinary Share. A
         separate Registration Statement on Form F-6 (File No. 333-12152) has
         been filed for the registration of American Depositary Shares evidenced
         by American Depositary Receipts issuable upon deposit of Ordinary
         Shares.

(2)      Pursuant to Rule 457(h) under the Securities Act of 1933, as amended
         (the "Securities Act of 1933"), the Proposed Maximum Offering Price Per
         Share and the Proposed Maximum Aggregate Offering Price for a total of
         (I) 5,500 Ordinary Shares subject to currently outstanding stock
         options granted on January 24, 2001 pursuant to the 2001 Stock Option
         Plan (the "Plan") are based on the exercise price of U.S. $27.40, (II)
         53,250 Ordinary Shares subject to currently outstanding stock options
         granted on April 23, 2001 are based on the exercise price of U.S.
         $9.58, (III) 14,500 Ordinary Shares subject to currently outstanding
         stock options granted on June 20, 2001 are based on the exercise price
         of U.S. $7.20, (IV) 11,000 Ordinary Shares subject to currently
         outstanding stock options granted on September 26, 2001 are based on
         the exercise price of U.S. $2.16, and (V) 21,250 Ordinary Shares
         subject to currently outstanding stock options granted on December 13,
         2001 are based on the exercise price of U.S. $3.77. The exercise prices
         for all of the foregoing were converted from euros to U.S. dollars
         utilizing the noon buying rate in New York City for cable transfers
         payable in euros as certified for customs purposes by the Federal
         Reserve Bank of New York on January 22, 2002.

(3)      Estimated in accordance with Rules 457(c) and 457(h) under the
         Securities Act of 1933, the Proposed Maximum Offering Price Per Share
         and the Proposed Maximum Aggregate Offering Price for 809,455 Ordinary
         Shares available for future awards to employees in the United States
         under the Plan are based on the average of the high and low prices on
         January 22, 2002 and converted from euros to U.S. dollars utilizing the
         noon buying rate in New York City for cable transfers payable in euros
         as certified for customs purposes by the Federal Reserve Bank of New
         York on January 22, 2002.

                                  Page 2 of 10
                        Exhibit Index Appears on Page 10
Part I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information. *

Item 2. Registrant Information and Employee Plan Annual Information. *

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The  following  documents,  which have been filed with or  furnished to the
Securities  and Exchange  Commission  (the  "Commission")  by the Registrant are
                                             ----------
incorporated herein by reference and made a part hereof:

  (a)     the  Annual  Report on Form 20-F for its  fiscal  year  ended June 30,
          2001,  as filed with the  Commission on December 19, 2001 (File Number
          000-30838);

  (c)(1)  the description of the Registrant's  Ordinary Shares set forth under
          the headings  "Information  on the Company" under Sections 4.1 and 4.2
          and  "Additional   Information"  under  Sections  10.1  through  10.13
          contained  in the  Annual  Report  on Form  20-F,  as  filed  with the
          Commission on December 19, 2001 (File Number 000-30838);

     (2)  the description of the  Registrant's  American  Depositary  Shares set
          forth under the heading  "Description of American Depositary Receipts"
          contained in the Registrant's Registration Statement on Form F-1 (File
          No. 333-13110); and

     (3)  the  description  of  the  Registrant's   American  Depositary  Shares
          contained  in the form of  Deposit  Agreement  (including  the form of
          American Depositary Receipt) among the Company,  The Bank of New York,
          as Depositary,  and all owners and beneficial owners from time to time
          of ADRs issued  thereunder,  filed as Exhibit (a) to the  Registrant's
          Registration  Statement  on  Form  F-6,  dated  June  22,  2000  (File
          333-12152).
_________________
     *    Information  required by Part I to be contained  in the Section  10(a)
          prospectus is omitted from this  Registration  Statement in accordance
          with Rule 428 under the  Securities  Act,  and the "Note" to Part I of
          Form S-8.

                                  Page 3 of 10
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the  Securities  Exchange Act of 1934,  as amended  (the  "Exchange
Act") subsequent to the effective date of this Registration Statement, but prior
to the  filing of a  post-effective  amendment  to this  Registration  Statement
indicating  that all securities  offered hereby have been sold or  deregistering
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 any document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such statement so modified or superseded  shall not be deemed to
constitute  a part of this  Registration  Statement,  except as so  modified  or
superseded.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     None.

Item 6. Indemnification of Directors and Officers.

     The Registrant  maintains  insurance against civil liability claims for its
directors and officers arising from the exploitation of its products.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     See attached "Index to Exhibits" list.

Item 9. Undertakings.

     (a) The undersigned Registrant hereby undertakes;

                                  Page 4 of 10
(1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i) to include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

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

               (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  the
          Registration Statement;

          provided,  however,  that the  undertakings  set  forth in  paragraphs
          (a)(1)(i)  and  (a)(1)(ii)  above  do not  apply  if  the  information
          required  to  be  included  in a  post-effective  amendment  by  those
          paragraphs is contained in periodic reports filed with or furnished to
          the  Commission  by the  Registrant  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
     Securities Act of 1933, each such post-effective  amendment shall be deemed
     to be a new  registration  statement  relating  to the  securities  offered
     therein,  and the offering of such  securities at that time shall be deemed
     to be the initial bona fide offering thereof.

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

     (b) The undersigned Registrant hereby further undertakes that, for purposes
of determining  any liability  under the Securities Act of 1933,  each filing of
the  Registrant's  annual report filed on Form 20-F pursuant to Section 13(a) or
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 the time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against  public policy as expressed in the Securities Act of
1933  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

                                  Page 5 of 10
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 of 1933 and will be governed by the final adjudication of such issue.

                                  Page 6 of 10
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the  Registrant,  InfoVista  SA,  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 Courtaboeuf,  France on
January 24, 2002.

                              INFOVISTA SA

                              By:      /s/ Alain Tingaud
                                       ------------------
                              Name:    Alain Tingaud
                              Title:   Chairman and Chief Executive Officer

                                  Page 7 of 10
POWER OF ATTORNEY

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  indicated  on  the  dates  indicated.   In  addition,  each  of  the
undersigned hereby constitutes and appoints Alain Tingaud,  Philippe Ozanian and
David Forlizzi jointly and severally,  his true and lawful attorney-in-fact each
with power of substitution,  in his name and in the capacity indicated below, to
sign any and all further amendments  (including  post-effective  amendments) and
supplements  to this  Registration  Statement,  and including  any  registration
statement for the same offering that is to be effective upon filing  pursuant to
Rule  462(b)  under  the  Securities  Act of 1933,  and to file the  same,  with
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Commission,   hereby   ratifying  and  confirming  to  all  that  each  of  said
attorneys-in-fact,  or his substitute or substitutes, may do or cause to be done
by virtue hereof.
Name and Signature                          Title                                            Date
------------------                          -----                                            ----
/s/ Alain Tingaud                      Chairman and Chief Executive Officer                 1/24/02
------------------------------------
Alain Tingaud

/s/ Philippe Ozanian                   Executive Vice President, Chief Financial Officer    1/24/02
------------------------------------   and Corporate Services
Philippe Ozanian

/s/ David Forlizzi                     Vice President, Finance                              1/24/02
------------------------------------
David Forlizzi

/s/ Jean-Paul Bernardini               Director                                             1/24/02
------------------------------------
Jean-Paul Bernardini

                                       Director                                             ________
------------------------------------
Vertex Technology Fund Ltd.,
represented by Frankie Tan Siew Teck

/s/ Herbert May                        Director                                             1/24/02
------------------------------------
Herbert May

/s/ Hubert L. Tardieu                  Director                                             1/24/02
------------------------------------
Hubert L. Tardieu

                                  Page 8 of 10
Name and Signature                          Title                                            Date
------------------                          -----                                            ----

/s/ Peter C. Waal                      Director                                             1/24/02
------------------------------------
Peter C. Waal

                                       Director                                             ________
------------------------------------
Bruce Cohen

/s/ David Forlizzi                     Duly Authorized Representative in the U.S.           1/24/02
------------------------------------
David Forlizzi
Page 9 of 10
INDEX TO EXHIBITS

Exhibit Number         Description                                                           Page
--------------         -----------                                                           ----
*4.1              Statuts (By-Laws) of the Registrant (unofficial English
                       translation).

     4.2               Form of Deposit Agreement (including the form of
                       American Depositary Receipt) among the Company, The
                       Bank of New York, as Depositary, and all owners and
                       beneficial owners from time to time of ADRs issued
                       thereunder (previously filed as Exhibit (a) to the
                       Registrant's Registration Statement on Form F-6,
                       dated June 22, 2000 (File No. 333-12152), and
                       incorporated herein by reference).

     *4.3              InfoVista SA 2001 Stock Option Plan (unofficial English
                       translation).

     *5                Opinion of Shearman & Sterling as to the legality of the
                       Ordinary Shares.

     *23.1             Consent of PricewaterhouseCoopers, independent accountants.

     *23.2             Consent of Shearman & Sterling (included in its opinion
                       filed as Exhibit 5).

     *24               Powers of attorney (included on signature page).

_________________________
*  Filed herewith.
Page 10 of 10