The Registrant requests that the Registration Statement become effective
      immediately upon filing pursuant to Securities Act Rule 462.

       As filed with the Securities and Exchange Commission on April 17, 1996
                                                 Registration No. 333-   
     ===========================================================================
     

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington D.C.  20549

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

                                       FORM S-8

               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                           WARNER INSURANCE SERVICES, INC.
                (Exact name of Registrant as specified in its charter)

                          Delaware                          13-2698053
              (State or other jurisdiction of            (I.R.S. Employer
               incorporation or organization)           Identification No.)

         18-01 Pollitt Drive, Fair Lawn, New Jersey              07410
          (Address of Principal Executive Offices)               (Zip Code)

                           WARNER INSURANCE SERVICES, INC.
                           1995 EMPLOYEE STOCK OPTION PLAN
                   1994 STOCK OPTION PLAN FOR INDEPENDENT DIRECTORS
                              (Full title of the plans)

                                   Alfred J. Moccia
                        President and Chief Executive Officer
                           Warner Insurance Services, Inc.
                                 18-01 Pollitt Drive
                             Fair Lawn, New Jersey 07410
                       (Name and address of agent for service)

                                    (201) 794-4800
            (Telephone number, including area code, of agent for service)

                                   With a copy to:

                                 Leonard Gubar, Esq.
                                  Reid & Priest LLP
                                 40 West 57th Street
                              New York, New York  10019
                                    (212) 603-2000

     =========================================================================
                           CALCULATION OF REGISTRATION FEE
     -------------------------------------------------------------------------
     Title                           Proposed     Proposed
     of                              maximum      maximum         Amount
     securities      Amount          offering     aggregate       of 
     to be           to be           price        offering        registration
     registered      registered(1)   per share    price           fee

     Common Stock     737,325 shs.   $4.06(2)  $2,993,539.50(3)   $1,032.26(3)
     -------------------------------------------------------------------------
     Common Stock     112,675 shs.   $1.75(4)    $197,181.25(5)      $68.00(5)
     -------------------------------------------------------------------------
     Common Stock      50,000 shs.   $2.54(6)    $170,200.00(7)      $58.69(7)
     -------------------------------------------------------------------------
                      900,000 shs.             $3,360,920.50      $1,158.95 
     =========================================================================
     (1)  In addition, pursuant to Rule 416(a), this Registration Statement also
          covers  such indeterminate number of  shares as may  become subject to
          options under the Warner Insurance  Services, Inc. 1995 Employee Stock
          Option  Plan (the "1995 Plan") and the Warner Insurance Services, Inc.
          1994  Stock Option Plan for Independent Directors (the "1994 Plan") as
          a result of the adjustment provisions contained therein.
     (2)  The proposed maximum  offering price per share was calculated pursuant
          to Rule  457(c) using the average of the bid and asked prices of the
          Common Stock as  quoted on the  NASD OTC  Bulletin Board on  April 12,
          1996.
     (3)  The amount of the registration fee for shares of Common Stock issuable
          with respect to options that may be granted in the future under the
          1995 Plan was calculated pursuant to  Rule 457(c) using the average of
          the bid and asked prices of the Common Stock as quoted on the NASD OTC
          Bulletin Board on April 12, 1996.  None of the options granted under
          the 1995 Plan has been exercised.
     (4)  The proposed  maximum offering price per share was calculated pursuant
          to Rule 457(h)  based upon  the average exercise  price at which  such
          outstanding  options to purchase shares of Common Stock under the 1995
          Plan may be exercised.
     (5)  The amount of the registration fee for shares of Common Stock issuable
          upon  exercise  of   outstanding  options  under  the  1995  Plan  was
          calculated  pursuant to  Rule 457(h) using  the prices  at which  such
          options may be exercised.
     (6)  The proposed maximum offering price per share was calculated  pursuant
          to Rule 457(h) based  upon the  average exercise price  at which  such
          outstanding  options to purchase shares of Common Stock under the 1994
          plan may be exercised.
     (7)  The amount of the registration fee for shares of Common Stock issuable
          upon   exercise  of  outstanding  options  under  the  1994  Plan  was
          calculated  pursuant to  Rule 457(h) using  the prices  at  which such
          options may be exercised.

     <PAGE>

                                       PART I*


                 INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


     ITEM 1.   PLAN INFORMATION
               ----------------

     ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
               -----------------------------------------------------------
               







     ---------------
     *  Information required by Part I to be contained in the Section 10(a)
        Prospectus is omitted from the Registration Statement in accordance 
        with  Rule 428 under the Securities Act of 1933, as amended, and the
        Note to Part I of Form S-8.

     <PAGE>

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE
               ---------------------------------------

          Each  of  the following  documents filed  by  the Registrant  with the
     Securities  and  Exchange  Commission (the  "Commission")  is  incorporated
     herein by reference.

          (a)  The Registrant's Annual Report  on Form 10-K for the  fiscal year
     ended December 31, 1995.

          (b)  The description of the Registrant's Common Stock contained in the
     Registrant's  Registration Statement on Form 8-A, filed on January 24, 1985
     pursuant to  Section  12(g) of  the  Securities Exchange  Act  of 1934,  as
     amended (the "Exchange Act"), including any amendments or reports filed for
     the purpose of updating such description.

          All  documents  subsequently  filed  by  the  Registrant  pursuant  to
     Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the effective
     date  of  this  Registration  Statement  and  prior  to  the  filing  of  a
     post-effective  amendment  which  indicates  that  all  securities  offered
     hereunder  have been  sold or  which deregisters  all such  securities then
     remaining  unsold, shall be deemed  to be incorporated  by reference herein
     and  to  be a  part hereof  from  the respective  dates  of filing  of such
     documents.

     ITEM 4.   DESCRIPTION OF SECURITIES
               -------------------------

          Not applicable.

     ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL
               --------------------------------------

          Legal  matters in connection with the  validity of the issuance of the
     securities  offered hereby will  be passed upon  by Reid &  Priest LLP, New
     York, New York.  Leonard  Gubar, a member of such firm, is a  member of the
     Board of Directors of the Registrant.

     ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS
               -----------------------------------------

          The  Registrant   is  a   Delaware  corporation.     The  Registrant's
     Certificate of Incorporation, as amended, and By-Laws, as amended, provide,
     in part,  that  the Registrant  shall  indemnify its  directors,  officers,
     employees  and agents  to  the fullest  extent  permitted by  the  Delaware
     General Corporation Law ("DGCL").

          The DGCL  permits Delaware  corporations to indemnify  their directors
     and officers against all reasonable expenses incurred in the defense of any
     lawsuit to  which they are  made parties  by reason of  being directors  or
     officers,  in cases  of successful  defense, and  against such  expenses in
     other  cases,  subject  to  specified  conditions  and  exclusions.    Such
     indemnification  is  not  exclusive of  any  other  rights  to which  those
     indemnified  may  be  entitled   under  any  by-law,  agreement,   vote  of
     stockholders or otherwise.

          The  DGCL contains a provision eliminating the personal liability of a
     director  to a  corporation or  its stockholders  for monetary  damages for
     breach of, or failure to perform, any duty resulting solely from his status
     as a  director, except with respect  to (a) willful failure  to deal fairly
     with the  corporation or its  stockholders where a director  has a material
     conflict of interest,  (b) a violation of criminal  law unless the director
     had reasonable cause to believe  his conduct was lawful, (c)  a transaction
     yielding  an improper  personal profit,  and (d)  willful misconduct.   The
     foregoing statute also is inapplicable to situations wherein a director has
     voted  for, or assented  to the declaration  of, a  dividend, repurchase of
     shares, distribution, or the making of a loan to an officer or director, in
     each case where the same occurs in violation of applicable law.

     ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED
               -----------------------------------

          Not Applicable.

     ITEM 8.   EXHIBITS
               --------

          The  following  Exhibits  are  filed  as  part  of  this  Registration
     Statement:

          Exhibit No.    Description
          -----------    -----------

             4(a)(1)     Warner  Insurance  Services, Inc.  1995  Employee Stock
                         Option    Plan    [incorporated    by   reference    to
                         Exhibit 10(o)(1)  to the Registrant's  Annual Report on
                         Form 10-K  (Commission  File   No. 0-13124)  filed   on
                         April 17, 1995].

             4(a)(2)     Form of Non-Qualified  Stock Option Agreement  pursuant
                         to the 1995 Employee Stock Option Plan [incorporated by
                         reference  to  Exhibit 10(o)(3)  to   the  Registrant's
                         Annual  Report on  Form 10-K  (Commission  File  No. 0-
                         13124) filed on April 17, 1995].

             4(a)(3)     Form  of Incentive  Stock Option Agreement  pursuant to
                         the 1995 Employee  Stock Option  Plan [incorporated  by
                         reference  to  Exhibit 10(o)(2)  to   the  Registrant's
                         Annual  Report on  Form 10-K  (Commission  File  No. 0-
                         13124) filed on April 17, 1995].

             4(a)(4)     Warner Insurance Services, Inc.  1994 Stock Option Plan
                         for Independent Directors [incorporated by reference to
                         Exhibit 10(n)(1)  to the Registrant's  Annual Report on
                         Form 10-K  (Commission File No. 0-13124) filed on April
                         17, 1995].

             5*          Opinion of Reid & Priest LLP

             23(a)*      Consent of Ernst & Young LLP

             23(b)*      Consent of Reid & Priest LLP (included in Exhibit 5)

             24*         Power of Attorney (included on signature page)

             99*         Additional Exhibits (Calculation of Fee and Offering
                         Price)      

     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;

     --------------
     *   Filed herewith.

     <PAGE> 

          (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 the  foregoing, any
        increase or decrease  in volume  of securities offered  (if the  total
        dollar value of  securities offered  would not exceed  that which  was
        registered)  and  any  deviation  from the  low  or  high  end  of the
        estimated  maximum  offering range  may be  reflected  in the  form of
        prospectus  filed with the Commission  pursuant to Rule  424(b) if, in
        the aggregate, the  changes in volume and price represent no more than
        a 20% change in the maximum aggregate offering price set  forth in the
        "Calculation of Registration Fee"  table in the effective 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) of this
          --------  -------
     section do not apply if the Registration Statement is on Form S-3, Form S-8
     or  Form  F-3,  and  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 Securities Exchange Act of
     1934 that are incorporated by reference in the Registration Statement.

             (2)   That, for the purpose of determining any liability under the
     Securities Act of 1933,  each such posteffective 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 Securities  Act of 1933, 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.

          (h)   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
     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.

     <PAGE>

                                      SIGNATURES
                                      ----------

         Pursuant to  the requirements of the  Securities Act of 1933,  the 
      Registrant certifies that it has reasonable grounds to believe that it 
      meets all of the requirements for filing on Form S-8 and has duly caused 
      this Registration Statement to be signed on its behalf by the undersigned,
      thereunto duly authorized, in the City of Fair Lawn, State of New Jersey,
      on the 15th day of April, 1996.

                                     WARNER INSURANCE SERVICES, INC.

                                     By: /s/ Alfred J. Moccia             
                                        -----------------------------------
                                         Alfred J. Moccia
                                         President and Chief
                                         Executive Officer

                                    POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each director  and officer whose 
      signature appears below constitutes and  appoints Alfred J. Moccia and 
      Leonard Gubar,  and each of them, his true  and lawful attorney-in-fact 
      and  agent, with full power  of substitution, to sign in any and  all 
      capacities any or all amendments including all post-effective amendments 
      to this Registration  Statement and  to file  the same with  all exhibits
      thereto and  other documents in connection therewith with the Securities 
      and Exchange Commission, granting to such attorneys-in-fact and  agents, 
      and each of them,  full power and authority to  do all such other acts 
      and execute all such other documents as they, or any of them, may deem
      necessary or desirable in connection with the foregoing, as fully as the 
      undersigned might or could do in person, hereby ratifying and confirming 
      all that such attorneys-in-fact and agents, or any of them, or their 
      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 by the following persons in the 
      capacities and on the dates indicated.


      Signature                     Title                       Date
      ---------                     -----                       ----


      /s/ Alfred J. Moccia
      ----------------------    President, Chief Executive    April 15, 1996
      Alfred J. Moccia          Officer and Director
                                (Principal Executive 
                                Officer)


      /s/ Raul F. Calvo         
      ----------------------    Vice President                April 15, 1996
      Raul F. Calvo             (Principal Financial 
                                Officer and Principal 
                                Accounting Officer)


      /s/ Harvey Krieger                                             
      ----------------------    Chairman of the Board         April 15, 1996
      Harvey Krieger            and Director


      /s/ Leonard Gubar
      ----------------------    Director                      April 15, 1996
      Leonard Gubar


      /s/ Peter R. Lasusa
      ----------------------    Director                      April 15, 1996
      Peter R. Lasusa


      /s/ Pamela J. Newman
      ----------------------    Director                      April 15, 1996 
      Pamela J. Newman


      /s/ James R. Stallard
      ----------------------    Director                      April 15, 1996
      James R. Stallard

      <PAGE>
                            INDEX TO EXHIBITS
                            -----------------


      Exhibit Number       Description of Exhibit                           Page
      --------------       ----------------------                           ----

      4(a)(1)              Warner Insurance Services, Inc. 1995 Employee 
                           Stock Option Plan [incorporated by reference 
                           to Exhibit 10(o)(1) to the Registrant's
                           Annual Report on Form 10-K (Commission File 
                           No. 0-13124) filed on April 17, 1995]

      4(a)(2)              Form of Non-Qualified Stock Option Agreement 
                           pursuant to the 1995 Employee Stock Option Plan 
                           [incorporated by reference to Exhibit 10(o)(3) 
                           to the Registrant's Annual Report on Form 10-K
                           (Commission File No. 0-13124) filed on 
                           April 17, 1995]

      4(a)(3)              Form of Incentive Stock Option Agreement 
                           pursuant to the 1995 Employee Stock Option Plan 
                           [incorporated by reference to Exhibit 10(o)(2) 
                           to the Registrant's Annual Report on Form 10-K
                           (Commission File No. 0-13124) filed on 
                           April 17, 1995]

      4(a)(4)              Warner Insurance Services, Inc. 1994 Stock 
                           Option Plan for Independent Directors 
                           [incorporated by reference to Exhibit 10(n)(1)
                           to the Registrant's Annual Report on Form 10-K 
                           (Commission File No. 0-13124) filed on 
                           April 17, 1995]

      5                    Opinion of Reid & Priest LLP

      23(a)                Consent of Ernst & Young LLP

      23(b)                Consent of Reid & Priest LLP
                           (included in Exhibit 5)

      99                   Additional Exhibits (Calculation of 
                           Fee and Offering Price)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 OF WARNER INSURANCE SERVICES, INC.", "secsgml_size_bytes": 23429}]
{"company-data": {"conformed-name": "WARNER INSURANCE SERVICES INC", "cik": "0000737300", "assigned-sic": "6411", "irs-number": "132698053", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-02567", "film-number": "96548009"}, "business-address": {"street1": "17 01 POLLITT DR", "city": "FAIR LAWN", "state": "NJ", "zip": "07410", "phone": "201-794-4817"}, "mail-address": {"street1": "17 01 POLLIT DRIVE", "city": "FAIR LAWN", "state": "NJ", "zip": "07410"}, "former-company": {"former-conformed-name": "WARNER COMPUTER SYSTEMS INC", "date-changed": "19920407"}}
The Registrant requests that the Registration Statement become effective
      immediately upon filing pursuant to Securities Act Rule 462.

       As filed with the Securities and Exchange Commission on April 17, 1996
                                                 Registration No. 333-   
     ===========================================================================
     

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington D.C.  20549

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

                                       FORM S-8

               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                           WARNER INSURANCE SERVICES, INC.
                (Exact name of Registrant as specified in its charter)

                          Delaware                          13-2698053
              (State or other jurisdiction of            (I.R.S. Employer
               incorporation or organization)           Identification No.)

         18-01 Pollitt Drive, Fair Lawn, New Jersey              07410
          (Address of Principal Executive Offices)               (Zip Code)

                           WARNER INSURANCE SERVICES, INC.
                           1995 EMPLOYEE STOCK OPTION PLAN
                   1994 STOCK OPTION PLAN FOR INDEPENDENT DIRECTORS
                              (Full title of the plans)

                                   Alfred J. Moccia
                        President and Chief Executive Officer
                           Warner Insurance Services, Inc.
                                 18-01 Pollitt Drive
                             Fair Lawn, New Jersey 07410
                       (Name and address of agent for service)

                                    (201) 794-4800
            (Telephone number, including area code, of agent for service)

                                   With a copy to:

                                 Leonard Gubar, Esq.
                                  Reid & Priest LLP
                                 40 West 57th Street
                              New York, New York  10019
                                    (212) 603-2000

     =========================================================================
                           CALCULATION OF REGISTRATION FEE
     -------------------------------------------------------------------------
     Title                           Proposed     Proposed
     of                              maximum      maximum         Amount
     securities      Amount          offering     aggregate       of 
     to be           to be           price        offering        registration
     registered      registered(1)   per share    price           fee

     Common Stock     737,325 shs.   $4.06(2)  $2,993,539.50(3)   $1,032.26(3)
     -------------------------------------------------------------------------
     Common Stock     112,675 shs.   $1.75(4)    $197,181.25(5)      $68.00(5)
     -------------------------------------------------------------------------
     Common Stock      50,000 shs.   $2.54(6)    $170,200.00(7)      $58.69(7)
     -------------------------------------------------------------------------
                      900,000 shs.             $3,360,920.50      $1,158.95 
     =========================================================================
     (1)  In addition, pursuant to Rule 416(a), this Registration Statement also
          covers  such indeterminate number of  shares as may  become subject to
          options under the Warner Insurance  Services, Inc. 1995 Employee Stock
          Option  Plan (the "1995 Plan") and the Warner Insurance Services, Inc.
          1994  Stock Option Plan for Independent Directors (the "1994 Plan") as
          a result of the adjustment provisions contained therein.
     (2)  The proposed maximum  offering price per share was calculated pursuant
          to Rule  457(c) using the average of the bid and asked prices of the
          Common Stock as  quoted on the  NASD OTC  Bulletin Board on  April 12,
          1996.
     (3)  The amount of the registration fee for shares of Common Stock issuable
          with respect to options that may be granted in the future under the
          1995 Plan was calculated pursuant to  Rule 457(c) using the average of
          the bid and asked prices of the Common Stock as quoted on the NASD OTC
          Bulletin Board on April 12, 1996.  None of the options granted under
          the 1995 Plan has been exercised.
     (4)  The proposed  maximum offering price per share was calculated pursuant
          to Rule 457(h)  based upon  the average exercise  price at which  such
          outstanding  options to purchase shares of Common Stock under the 1995
          Plan may be exercised.
     (5)  The amount of the registration fee for shares of Common Stock issuable
          upon  exercise  of   outstanding  options  under  the  1995  Plan  was
          calculated  pursuant to  Rule 457(h) using  the prices  at which  such
          options may be exercised.
     (6)  The proposed maximum offering price per share was calculated  pursuant
          to Rule 457(h) based  upon the  average exercise price  at which  such
          outstanding  options to purchase shares of Common Stock under the 1994
          plan may be exercised.
     (7)  The amount of the registration fee for shares of Common Stock issuable
          upon   exercise  of  outstanding  options  under  the  1994  Plan  was
          calculated  pursuant to  Rule 457(h) using  the prices  at  which such
          options may be exercised.
PART I*

                 INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     ITEM 1.   PLAN INFORMATION
               ----------------

     ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
               -----------------------------------------------------------
               

     ---------------
     *  Information required by Part I to be contained in the Section 10(a)
        Prospectus is omitted from the Registration Statement in accordance 
        with  Rule 428 under the Securities Act of 1933, as amended, and the
        Note to Part I of Form S-8.
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE
               ---------------------------------------

          Each  of  the following  documents filed  by  the Registrant  with the
     Securities  and  Exchange  Commission (the  "Commission")  is  incorporated
     herein by reference.

          (a)  The Registrant's Annual Report  on Form 10-K for the  fiscal year
     ended December 31, 1995.

          (b)  The description of the Registrant's Common Stock contained in the
     Registrant's  Registration Statement on Form 8-A, filed on January 24, 1985
     pursuant to  Section  12(g) of  the  Securities Exchange  Act  of 1934,  as
     amended (the "Exchange Act"), including any amendments or reports filed for
     the purpose of updating such description.

          All  documents  subsequently  filed  by  the  Registrant  pursuant  to
     Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the effective
     date  of  this  Registration  Statement  and  prior  to  the  filing  of  a
     post-effective  amendment  which  indicates  that  all  securities  offered
     hereunder  have been  sold or  which deregisters  all such  securities then
     remaining  unsold, shall be deemed  to be incorporated  by reference herein
     and  to  be a  part hereof  from  the respective  dates  of filing  of such
     documents.

     ITEM 4.   DESCRIPTION OF SECURITIES
               -------------------------

          Not applicable.

     ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL
               --------------------------------------

          Legal  matters in connection with the  validity of the issuance of the
     securities  offered hereby will  be passed upon  by Reid &  Priest LLP, New
     York, New York.  Leonard  Gubar, a member of such firm, is a  member of the
     Board of Directors of the Registrant.

     ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS
               -----------------------------------------

          The  Registrant   is  a   Delaware  corporation.     The  Registrant's
     Certificate of Incorporation, as amended, and By-Laws, as amended, provide,
     in part,  that  the Registrant  shall  indemnify its  directors,  officers,
     employees  and agents  to  the fullest  extent  permitted by  the  Delaware
     General Corporation Law ("DGCL").

          The DGCL  permits Delaware  corporations to indemnify  their directors
     and officers against all reasonable expenses incurred in the defense of any
     lawsuit to  which they are  made parties  by reason of  being directors  or
     officers,  in cases  of successful  defense, and  against such  expenses in
     other  cases,  subject  to  specified  conditions  and  exclusions.    Such
     indemnification  is  not  exclusive of  any  other  rights  to which  those
     indemnified  may  be  entitled   under  any  by-law,  agreement,   vote  of
     stockholders or otherwise.

          The  DGCL contains a provision eliminating the personal liability of a
     director  to a  corporation or  its stockholders  for monetary  damages for
     breach of, or failure to perform, any duty resulting solely from his status
     as a  director, except with respect  to (a) willful failure  to deal fairly
     with the  corporation or its  stockholders where a director  has a material
     conflict of interest,  (b) a violation of criminal  law unless the director
     had reasonable cause to believe  his conduct was lawful, (c)  a transaction
     yielding  an improper  personal profit,  and (d)  willful misconduct.   The
     foregoing statute also is inapplicable to situations wherein a director has
     voted  for, or assented  to the declaration  of, a  dividend, repurchase of
     shares, distribution, or the making of a loan to an officer or director, in
     each case where the same occurs in violation of applicable law.

     ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED
               -----------------------------------

          Not Applicable.

     ITEM 8.   EXHIBITS
               --------

          The  following  Exhibits  are  filed  as  part  of  this  Registration
     Statement:

          Exhibit No.    Description
          -----------    -----------

             4(a)(1)     Warner  Insurance  Services, Inc.  1995  Employee Stock
                         Option    Plan    [incorporated    by   reference    to
                         Exhibit 10(o)(1)  to the Registrant's  Annual Report on
                         Form 10-K  (Commission  File   No. 0-13124)  filed   on
                         April 17, 1995].

             4(a)(2)     Form of Non-Qualified  Stock Option Agreement  pursuant
                         to the 1995 Employee Stock Option Plan [incorporated by
                         reference  to  Exhibit 10(o)(3)  to   the  Registrant's
                         Annual  Report on  Form 10-K  (Commission  File  No. 0-
                         13124) filed on April 17, 1995].

             4(a)(3)     Form  of Incentive  Stock Option Agreement  pursuant to
                         the 1995 Employee  Stock Option  Plan [incorporated  by
                         reference  to  Exhibit 10(o)(2)  to   the  Registrant's
                         Annual  Report on  Form 10-K  (Commission  File  No. 0-
                         13124) filed on April 17, 1995].

             4(a)(4)     Warner Insurance Services, Inc.  1994 Stock Option Plan
                         for Independent Directors [incorporated by reference to
                         Exhibit 10(n)(1)  to the Registrant's  Annual Report on
                         Form 10-K  (Commission File No. 0-13124) filed on April
                         17, 1995].

             5*          Opinion of Reid & Priest LLP

             23(a)*      Consent of Ernst & Young LLP

             23(b)*      Consent of Reid & Priest LLP (included in Exhibit 5)

             24*         Power of Attorney (included on signature page)

             99*         Additional Exhibits (Calculation of Fee and Offering
                         Price)      

     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;

     --------------
     *   Filed herewith.
(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 the  foregoing, any
        increase or decrease  in volume  of securities offered  (if the  total
        dollar value of  securities offered  would not exceed  that which  was
        registered)  and  any  deviation  from the  low  or  high  end  of the
        estimated  maximum  offering range  may be  reflected  in the  form of
        prospectus  filed with the Commission  pursuant to Rule  424(b) if, in
        the aggregate, the  changes in volume and price represent no more than
        a 20% change in the maximum aggregate offering price set  forth in the
        "Calculation of Registration Fee"  table in the effective 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) of this
          --------  -------
     section do not apply if the Registration Statement is on Form S-3, Form S-8
     or  Form  F-3,  and  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 Securities Exchange Act of
     1934 that are incorporated by reference in the Registration Statement.

             (2)   That, for the purpose of determining any liability under the
     Securities Act of 1933,  each such posteffective 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 Securities  Act of 1933, 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.

          (h)   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
     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 requirements of the  Securities Act of 1933,  the 
      Registrant certifies that it has reasonable grounds to believe that it 
      meets all of the requirements for filing on Form S-8 and has duly caused 
      this Registration Statement to be signed on its behalf by the undersigned,
      thereunto duly authorized, in the City of Fair Lawn, State of New Jersey,
      on the 15th day of April, 1996.

                                     WARNER INSURANCE SERVICES, INC.

                                     By: /s/ Alfred J. Moccia             
                                        -----------------------------------
                                         Alfred J. Moccia
                                         President and Chief
                                         Executive Officer

                                    POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each director  and officer whose 
      signature appears below constitutes and  appoints Alfred J. Moccia and 
      Leonard Gubar,  and each of them, his true  and lawful attorney-in-fact 
      and  agent, with full power  of substitution, to sign in any and  all 
      capacities any or all amendments including all post-effective amendments 
      to this Registration  Statement and  to file  the same with  all exhibits
      thereto and  other documents in connection therewith with the Securities 
      and Exchange Commission, granting to such attorneys-in-fact and  agents, 
      and each of them,  full power and authority to  do all such other acts 
      and execute all such other documents as they, or any of them, may deem
      necessary or desirable in connection with the foregoing, as fully as the 
      undersigned might or could do in person, hereby ratifying and confirming 
      all that such attorneys-in-fact and agents, or any of them, or their 
      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 by the following persons in the 
      capacities and on the dates indicated.

      Signature                     Title                       Date
      ---------                     -----                       ----

      /s/ Alfred J. Moccia
      ----------------------    President, Chief Executive    April 15, 1996
      Alfred J. Moccia          Officer and Director
                                (Principal Executive 
                                Officer)

      /s/ Raul F. Calvo         
      ----------------------    Vice President                April 15, 1996
      Raul F. Calvo             (Principal Financial 
                                Officer and Principal 
                                Accounting Officer)

      /s/ Harvey Krieger                                             
      ----------------------    Chairman of the Board         April 15, 1996
      Harvey Krieger            and Director

      /s/ Leonard Gubar
      ----------------------    Director                      April 15, 1996
      Leonard Gubar

      /s/ Peter R. Lasusa
      ----------------------    Director                      April 15, 1996
      Peter R. Lasusa

      /s/ Pamela J. Newman
      ----------------------    Director                      April 15, 1996 
      Pamela J. Newman

      /s/ James R. Stallard
      ----------------------    Director                      April 15, 1996
      James R. Stallard
INDEX TO EXHIBITS
                            -----------------

      Exhibit Number       Description of Exhibit                           Page
      --------------       ----------------------                           ----

      4(a)(1)              Warner Insurance Services, Inc. 1995 Employee 
                           Stock Option Plan [incorporated by reference 
                           to Exhibit 10(o)(1) to the Registrant's
                           Annual Report on Form 10-K (Commission File 
                           No. 0-13124) filed on April 17, 1995]

      4(a)(2)              Form of Non-Qualified Stock Option Agreement 
                           pursuant to the 1995 Employee Stock Option Plan 
                           [incorporated by reference to Exhibit 10(o)(3) 
                           to the Registrant's Annual Report on Form 10-K
                           (Commission File No. 0-13124) filed on 
                           April 17, 1995]

      4(a)(3)              Form of Incentive Stock Option Agreement 
                           pursuant to the 1995 Employee Stock Option Plan 
                           [incorporated by reference to Exhibit 10(o)(2) 
                           to the Registrant's Annual Report on Form 10-K
                           (Commission File No. 0-13124) filed on 
                           April 17, 1995]

      4(a)(4)              Warner Insurance Services, Inc. 1994 Stock 
                           Option Plan for Independent Directors 
                           [incorporated by reference to Exhibit 10(n)(1)
                           to the Registrant's Annual Report on Form 10-K 
                           (Commission File No. 0-13124) filed on 
                           April 17, 1995]

      5                    Opinion of Reid & Priest LLP

      23(a)                Consent of Ernst & Young LLP

      23(b)                Consent of Reid & Priest LLP
                           (included in Exhibit 5)

      99                   Additional Exhibits (Calculation of 
                           Fee and Offering Price)