LAW\\254084.01
As filed with the Securities and Exchange Commission on July 3, 1997.
                                     Registration No. 333 -------


               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
               ----------------------------------

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

                      1MAGE SOFTWARE, INC.
     (Exact name of registrant as specified in its charter)

           Colorado                          84-0866294
   (State of incorporation)           (I.R.S. Employer ID No.)

      6486 South Quebec Street, Englewood, Colorado 80111
      (Address of Principal Executive Offices) (Zip Code)

           1MAGE SOFTWARE, INC, EQUITY INCENTIVE PLAN
                    (Full title of the plan)

                        David R. DeYoung
                     1MAGE Software, Inc.
           6486 South Quebec St., Englewood, CO 80111
            (Name and address of agent for service)

                         (303) 694-9180
 (Telephone number, including area code, of agent for service)

                CALCULATION OF REGISTRATION FEE


                               Proposed    Proposed
  Title of    Amount of        Maximum     Maximum
 Securities   Securities       Offering   Aggregate  Amount of
   to be        to be         Price Per    Offering Registration
 Registered   Registered        Share       Price       Fee

Common Stock  $1,000,000        $0.625     $625,000      $189.40
$0.004 Par
   Value
 Per Share

 (1)  Computed on the basis of the last price reported to the National
      Association of Securities Dealers Automated Quotation System on June
      30 1997, solely for purposes of calculating the filing fee, pursuant
      to Rule 457(h) of the Securities Act of 1933, as amended.



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

          The documents containing the information specified in this Part I
will be sent or given to participants in the 1MAGE Software, Inc. Equity
Incentive Plan (the Plan") as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended (the "Securities Act").  In accordance
with the rules and regulations of the Securities and Exchange Commission
(the "Commission") and the instructions to Form S-8, such documents are not
being filed with the Commission, but constitute (along with the documents
incorporated by reference into this Registration Statement pursuant to Item
3 of Part II hereof) a prospectus that meets the requirements of Section
10(a) of the Securities Act.

                            PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents filed with the Commission are
incorporated by reference in this Registration Statement:

               (1)  The Registrant's Form 10-K filed for the fiscal year
               ended December 31, 1996.

               (2)  All reports filed by Registrant under Sections 13(a) or
               15(d) of the Securities Exchange Act of 1934 (the "Exchange
               Act") since December 31, 1996, specifically including the
               Registrant's Form 10-Q for the quarter ended March 31, 1997.

               (3)  All other documents subsequently filed with the
               Commission 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 to this Registration Statement
               indicating that all securities offered have been sold or
               that deregisters all securities then remaining unsold.

               (4)  The section entitled "Description of Securities to be
               Registered" contained in the Registrant's Registration
               Statement on Form 8-A, File No. 0-12535, filed on October 7,
               1983, pursuant to Section 12(g) of the Exchange Act.

          Any statement contained 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 subsequently filed document which also
is, or is deemed to be, incorporated by reference herein modifies or
supersedes such statement.  Except as so modified or superseded, such
statement shall not be deemed to constitute a part of this Registration
Statement.

          The Registrant undertakes to provide, without charge, to each
participant, upon the written or oral request of such person, a copy of any
and all of the documents or information referred to above that has been or
may be incorporated by reference into this Registration Statement
(excluding exhibits to such document unless such exhibits are specifically
incorporated by reference).  Requests should be directed to David R.
DeYoung, President 1MAGE Software, Inc., 6486 South Quebec St., Englewood,
Colorado 80111, telephone 303/694-9180.

Item 4.   Description of Securities.

          Not Applicable

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Officers and Directors.

          The Registrant's Articles of Incorporation and Bylaws and the
laws of the State of Colorado provide for indemnification of officers and
directors of the Registrant who are indemnified generally against expenses
actually and reasonably incurred in connection with proceedings, whether
civil or criminal, provided that it is determined that they acted in good
faith, were not found guilty, and, in any criminal matter, had reasonable
cause to believe that their conduct was not unlawful.

Item 7.   Exemption from Registration Claimed.

          Not Applicable

Item 8.   Exhibits.

          The exhibits included as part of this Registration Statement are
as follows:


          Exhibit
  Number    Exhibit

4.1            Restated Articles of Incorporation of
          the Company, as amended (incorporated by
          reference from Exhibit 4.1 of the
          Registrant's Registration Statement on Form S-
          8, Registration Statement No. 33-86760) filed
          on December 29, 1994.

4.2            Bylaws of the Company, as amended
          (incorporated by reference from Exhibit 3.2
          of the Registrant's Registration Statement on
          Form S-1, Registration Statement No. 33-
          44717) filed on December 23, 1991.

4.3            Equity Incentive Plan.

5.1            Opinion of Gorsuch Kirgis LLC regarding
          legality of shares being issued

23.1           Consent of Gorsuch Kirgis LLC (See 5.1).

23.2           Consent of Karsh & Company, P.C.


Item 9.   Undertakings.

          (a)  The undersigned Registrant hereby undertakes:

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

                   (i)   To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (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;

                 (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 registration statement is on Form S-3 or S-
8, and the information required 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(d) or Section 15(a) of
the Securities Exchange Act of 1934, as amended, that are incorporated by
reference in the Registration Statement.

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

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

          (b)       The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

          (c)  Insofar as indemnification for liabilities arising under the
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 Securities and
Exchange Commission, such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant 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 Act and will be governed by the final
adjudication of such issue.

                           SIGNATURES

     Pursuant to the Securities Act of 1933, as amended, the Registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Englewood, State of Colorado, on
July 2, 1997.

                              1MAGE SOFTWARE, INC.

                              By:/s/David R. DeYoung
                                       David R. DeYoung, President

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

Dated: July 2, 1997             By:/s/ David R. DeYoung,
                                   David R. DeYoung, President,
                                   Chief Executive Officer,
                                   Director


Dated: July 2, 1997             By:/s/ Charles E. Burns,
                                   Charles E. Burns, Director


Dated: July 2, 1997             By:/s/ Robert Wiegand II,
                                       Robert Wiegand II, Secretary
                                       and Director


Dated: July 2, 1997             By:/s/ Mary Anne DeYoung,
                                   Mary Anne DeYoung, Vice
                                   President, Finance, Principal
                                   and Accounting Officer and
                                   Director

Dated: July 2, 1997             By:/s/ Richard A. Knapp
                                   Richard A. Knapp, Director

                               EXHIBIT INDEX

  Number    Exhibit                                 Method of Filing


4.3  Equity Incentive Plan                   Filed herewith
                                                  electronically

5.1  Opinion of Gorsuch Kirgis LLC
          regarding legality                      Filed herewith
          of shares being issued                  electronically

23.2           Consent of Karsh & Company, P.C.        Filed herewith
                                                       electronically
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 12871}]
{"company-data": {"conformed-name": "IMAGE SOFTWARE INC", "cik": "0000723574", "assigned-sic": "7373", "irs-number": "840866294", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30787", "film-number": "97636418"}, "business-address": {"street1": "6486 S QUEBEC ST", "city": "ENGLEWOOD", "state": "CO", "zip": "80111", "phone": "3036949180"}, "mail-address": {"street2": "6486 S QUEBEC ST", "city": "ENGLEWOOD", "state": "CO", "zip": "80111"}, "former-company": {"former-conformed-name": "INFORMATION SOLUTIONS INC", "date-changed": "19920703"}}
LAW\\254084.01
As filed with the Securities and Exchange Commission on July 3, 1997.
                                     Registration No. 333 -------

               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
               ----------------------------------

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

                      1MAGE SOFTWARE, INC.
     (Exact name of registrant as specified in its charter)

           Colorado                          84-0866294
   (State of incorporation)           (I.R.S. Employer ID No.)

      6486 South Quebec Street, Englewood, Colorado 80111
      (Address of Principal Executive Offices) (Zip Code)

           1MAGE SOFTWARE, INC, EQUITY INCENTIVE PLAN
                    (Full title of the plan)

                        David R. DeYoung
                     1MAGE Software, Inc.
           6486 South Quebec St., Englewood, CO 80111
            (Name and address of agent for service)

                         (303) 694-9180
 (Telephone number, including area code, of agent for service)

                CALCULATION OF REGISTRATION FEE

                               Proposed    Proposed
  Title of    Amount of        Maximum     Maximum
 Securities   Securities       Offering   Aggregate  Amount of
   to be        to be         Price Per    Offering Registration
 Registered   Registered        Share       Price       Fee

Common Stock  $1,000,000        $0.625     $625,000      $189.40
$0.004 Par
   Value
 Per Share

 (1)  Computed on the basis of the last price reported to the National
      Association of Securities Dealers Automated Quotation System on June
      30 1997, solely for purposes of calculating the filing fee, pursuant
      to Rule 457(h) of the Securities Act of 1933, as amended.

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

          The documents containing the information specified in this Part I
will be sent or given to participants in the 1MAGE Software, Inc. Equity
Incentive Plan (the Plan") as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended (the "Securities Act").  In accordance
with the rules and regulations of the Securities and Exchange Commission
(the "Commission") and the instructions to Form S-8, such documents are not
being filed with the Commission, but constitute (along with the documents
incorporated by reference into this Registration Statement pursuant to Item
3 of Part II hereof) a prospectus that meets the requirements of Section
10(a) of the Securities Act.

                            PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents filed with the Commission are
incorporated by reference in this Registration Statement:

               (1)  The Registrant's Form 10-K filed for the fiscal year
               ended December 31, 1996.

               (2)  All reports filed by Registrant under Sections 13(a) or
               15(d) of the Securities Exchange Act of 1934 (the "Exchange
               Act") since December 31, 1996, specifically including the
               Registrant's Form 10-Q for the quarter ended March 31, 1997.

               (3)  All other documents subsequently filed with the
               Commission 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 to this Registration Statement
               indicating that all securities offered have been sold or
               that deregisters all securities then remaining unsold.

               (4)  The section entitled "Description of Securities to be
               Registered" contained in the Registrant's Registration
               Statement on Form 8-A, File No. 0-12535, filed on October 7,
               1983, pursuant to Section 12(g) of the Exchange Act.

          Any statement contained 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 subsequently filed document which also
is, or is deemed to be, incorporated by reference herein modifies or
supersedes such statement.  Except as so modified or superseded, such
statement shall not be deemed to constitute a part of this Registration
Statement.

          The Registrant undertakes to provide, without charge, to each
participant, upon the written or oral request of such person, a copy of any
and all of the documents or information referred to above that has been or
may be incorporated by reference into this Registration Statement
(excluding exhibits to such document unless such exhibits are specifically
incorporated by reference).  Requests should be directed to David R.
DeYoung, President 1MAGE Software, Inc., 6486 South Quebec St., Englewood,
Colorado 80111, telephone 303/694-9180.

Item 4.   Description of Securities.

          Not Applicable

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Officers and Directors.

          The Registrant's Articles of Incorporation and Bylaws and the
laws of the State of Colorado provide for indemnification of officers and
directors of the Registrant who are indemnified generally against expenses
actually and reasonably incurred in connection with proceedings, whether
civil or criminal, provided that it is determined that they acted in good
faith, were not found guilty, and, in any criminal matter, had reasonable
cause to believe that their conduct was not unlawful.

Item 7.   Exemption from Registration Claimed.

          Not Applicable

Item 8.   Exhibits.

          The exhibits included as part of this Registration Statement are
as follows:

          Exhibit
  Number    Exhibit

4.1            Restated Articles of Incorporation of
          the Company, as amended (incorporated by
          reference from Exhibit 4.1 of the
          Registrant's Registration Statement on Form S-
          8, Registration Statement No. 33-86760) filed
          on December 29, 1994.

4.2            Bylaws of the Company, as amended
          (incorporated by reference from Exhibit 3.2
          of the Registrant's Registration Statement on
          Form S-1, Registration Statement No. 33-
          44717) filed on December 23, 1991.

4.3            Equity Incentive Plan.

5.1            Opinion of Gorsuch Kirgis LLC regarding
          legality of shares being issued

23.1           Consent of Gorsuch Kirgis LLC (See 5.1).

23.2           Consent of Karsh & Company, P.C.

Item 9.   Undertakings.

          (a)  The undersigned Registrant hereby undertakes:

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

                   (i)   To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (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;

                 (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 registration statement is on Form S-3 or S-
8, and the information required 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(d) or Section 15(a) of
the Securities Exchange Act of 1934, as amended, that are incorporated by
reference in the Registration Statement.

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

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

          (b)       The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

          (c)  Insofar as indemnification for liabilities arising under the
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 Securities and
Exchange Commission, such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant 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 Act and will be governed by the final
adjudication of such issue.

                           SIGNATURES

     Pursuant to the Securities Act of 1933, as amended, the Registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Englewood, State of Colorado, on
July 2, 1997.

                              1MAGE SOFTWARE, INC.

                              By:/s/David R. DeYoung
                                       David R. DeYoung, President

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

Dated: July 2, 1997             By:/s/ David R. DeYoung,
                                   David R. DeYoung, President,
                                   Chief Executive Officer,
                                   Director

Dated: July 2, 1997             By:/s/ Charles E. Burns,
                                   Charles E. Burns, Director

Dated: July 2, 1997             By:/s/ Robert Wiegand II,
                                       Robert Wiegand II, Secretary
                                       and Director

Dated: July 2, 1997             By:/s/ Mary Anne DeYoung,
                                   Mary Anne DeYoung, Vice
                                   President, Finance, Principal
                                   and Accounting Officer and
                                   Director

Dated: July 2, 1997             By:/s/ Richard A. Knapp
                                   Richard A. Knapp, Director

                               EXHIBIT INDEX

  Number    Exhibit                                 Method of Filing

4.3  Equity Incentive Plan                   Filed herewith
                                                  electronically

5.1  Opinion of Gorsuch Kirgis LLC
          regarding legality                      Filed herewith
          of shares being issued                  electronically

23.2           Consent of Karsh & Company, P.C.        Filed herewith
                                                       electronically