As filed with the Securities and Exchange Commission on August 6, 1996
                                                     Registration No. 333-



                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


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


                            GILBERT ASSOCIATES, INC.
               (Exact Name of Registrant as Specified in Charter)

              DELAWARE                                 23-2280922
      (State or Other Jurisdiction                  (I.R.S. Employer
          of Incorporation or                         Identification
            Organization)                                 Number)


                                  P.O. Box 1498
                           Reading, Pennsylvania 19603
                                 (610) 856-5500
               (Address, including zip code, and telephone number,
        including area code, of Registrant's principal executive offices)

                            LONG TERM INCENTIVE PLAN
                            (Full title of the plan)

                        Thomas F. Hafer, Esq., Secretary
                                  P.O. Box 1498
                           Reading, Pennsylvania 19603
                     (Name and address of agent for service)

                                 (610) 856-5500
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
                    |               | Proposed    |   Proposed   |
                    |               | maximum     |   maximum    |
                    |  Amount       | offering    |   aggregate  | Amount of
  Title of shares   |  to be        | price       |   offering   | registration
  to be registered  |  registered   | per share(1)|   price(1)   | fee
- --------------------|---------------|-------------|--------------|-------------
Class A Common Stock|               |             |              |
 ($1.00 par value)  |     500,000   | $12.06      |  $6,030,000  |  $2,080
                    |               |             |              |
Class B Common Stock|               |             |              |
 ($1.00 par value)  |     500,000   | $12.06      |  $6,030,000  |  $2,080
                    |               |             |              |
                    |               |             |              |
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

(1)      Estimated pursuant to Rule 457(c) solely for the purpose of calculating
         the registration fee, based upon the average of the high and low prices
         for Class A Common Stock of the registrant reported by The Nasdaq Stock
         Market for July 31, 1996.


<PAGE>



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The following documents which have been filed by Gilbert Associates,
Inc. ("registrant" or the "Company") with the Securities and Exchange Commission
(the "Commission") are incorporated by reference into this Registration
Statement:

                  (a) the Company's Annual Report on Form 10-K for the fiscal
         year ended December 29, 1995, as amended by a Form 10-K/A filed with
         the Commission on April 29, 1996;

                  (b) the Company's Quarterly Report on Form 10-Q for the
         quarter ended March 29, 1996; and

                  (c) the Company's Current Reports on Form 8-K filed with the
         Commission on March 8, 1996, May 6, 1996, June 7, 1996 and July 8,
         1996; and

                  (d) the description of the Class A Common Stock, par value
         $1.00 per share (the "Common Stock"), of the Company contained in the
         Company's Registration Statement on Form 8-A relating to the Class A
         Common Stock filed with the Commission, including any amendments or
         reports filed for the purpose of updating such description.

                  (e) the description of the Class B Common Stock, par value
         $1.00 per share (the "Common Stock"), of the Company contained in the
         Company's Registration Statement on Form 8-A relating to the Class B
         Common Stock filed with the Commission, including any amendments or
         reports filed for the purpose of updating such description.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") after
the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered pursuant to this Registration Statement
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents.

Item 4. Description of Securities.

         The Class A Common Stock and the Class B Common Stock, which are the
classes of securities offered pursuant to this Registration Statement, are
registered under the Exchange Act.

                                       -2-


<PAGE>




Item 5. Interests of Named Experts and Counsel.

         The validity of the Class A Common Stock and Class B Common Stock
registered hereunder has been passed upon for the Company by Robert J. Johnson,
Senior Counsel of the Company. Mr. Johnson owns 11,861 shares of Class B Common
Stock and options to purchase 4,000 shares of Class B Common Stock.

Item 6. Indemnification of Directors and Officers.

         As permitted by Section 145 of the General Corporation Law of the State
of Delaware, the Company's Bylaws provide that the Company may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director or
officer of the Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action by judgment, order, settlement, conviction, or upon
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.

         In the case of an action by or in the right of the Company, the Bylaws
permit the Company to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action in
any of the capacities set forth above against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Company, except that indemnification is not permitted in respect of any claim,
issue or matter as to which such person is adjudged to be liable for negligence
or misconduct in the performance of his duty to the Company unless and only to
the extent that the Delaware Court of Chancery or the court in which such action
or suit was brought determines upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such

                                       -3-


<PAGE>



person is fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court deems proper.

         The Bylaws further provide: that the Company is required to indemnify a
director, officer, employee or agent against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with any action,
suit or proceeding or in defense of any claim, issue or matter therein as to
which such person has been successful on the merits or otherwise; that
indemnification provided for by the Bylaws shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled; that
indemnification provided for by the Bylaws shall, continue as to a person who
has ceased to be a director or officer and shall inure to the benefit of such
person's heirs, executors and administrators; and that expenses incurred by an
officer or director in defending a civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the Company in advance
of final disposition upon receipt of an undertaking by or on behalf of such
person to repay such amount if it ultimately is determined that he is not
entitled to be indemnified by the Company. The Company may provide
indemnification only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct. Such
determination is to be made (i) by the board of directors by a majority vote of
a quorum consisting of directors who were not party to such action, suit or
proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable,
a quorum of disinterested directors so directs, by independent legal counsel in
a written opinion or (iii) by the stockholders.

         The directors and officers of the Company and its subsidiaries are
covered by policies of insurance under which they are insured, within limits and
subject to certain limitations, against certain expenses in connection with the
defense of actions, suits or proceedings, and certain liabilities which might be
imposed as a result of such actions, suits or proceedings, in which they are
parties by reason of being or having been directors or officers; the Company is
similarly insured, with respect to certain payments it might be required to make
to its directors or officers under the applicable statutes and its charter
provisions.

         Additionally, The Company's Restated Certificate of Incorporation (the
"Certificate") limits the liability of the Company's directors under certain
circumstances. The Certificate states that a director of the Company shall have
no personal liability to the Company or its stockholders for monetary damages
for breach of his fiduciary duty as a director, provided, however, that the
liability of a director is not eliminated or limited (i) for any breach of the
director's duty of loyalty to the Company or

                                       -4-


<PAGE>



its stockholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of a law; (iii) for the willful or
negligent payment of dividends or purchase or redemption of stock in violation
of the limitation imposed on such action by the General Corporation Law of the
State of Delaware; or (iv) for any transaction from which the director derived
an improper personal benefit.

Item 7. Exemption from Registration Claimed.

         No restricted securities are being reoffered or resold pursuant to this
Registration Statement.

Item 8. Exhibits.

         Exhibit No.                Description

             4                      Long Term Incentive Plan

             5                      Opinion of Robert J. Johnson

            23.1                    Consent of Independent Public Accountants.

            23.2                    Consent of Robert J. Johnson (included in
                                    Exhibit 5).

            25                      Power of Attorney (See Signature Pages at
                                    pages 7 - 8).

Item 9. Undertakings

         The undersigned registrant hereby undertakes as follows:

         (1) To file, during any period in which offers or sales are being made
pursuant to this Registration Statement, 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 aggregate, represent
a fundamental change in the information set forth in this 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 and 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,

                                       -5-


<PAGE>



the changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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 this registration statement;

         provided, however, that paragraphs (i) and (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 by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 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.

         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 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

         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

                                       -6-


<PAGE>



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 Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Reading, Pennsylvania, on July 31, 1996.


                                      GILBERT ASSOCIATES, INC.


                                      By:  /s/ T. S. Cobb
                                         --------------------------------
                                         T. S. Cobb, Chairman of
                                         the Board, President and Chief
                                         Executive Officer, the principal
                                         executive officer


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Timothy S. Cobb, Paul H. Snyder and
Thomas F. Hafer and each or any of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their, his or her substitutes
or substitute, may lawfully do or cause to be done by virtue hereof.



                                       -7-


<PAGE>



         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on July 31, 1996
in the capacities indicated:

         Signature                                    Title
         ---------                                    -----


  /s/ T. S. Cobb                             Chairman of the Board, President
- ----------------------------------           and Chief Executive Officer, the
  T. S. Cobb                                 principal executive officer


  /s/ P. H. Snyder                           Vice President, the principal
- ----------------------------------           financial officer and principal
  P. H. Snyder                               accounting officer


  /s/ A. F. Smith                            Director
- ----------------------------------
  A. F. Smith


  /s/ J. W. Boyer, Jr.                       Director
- ----------------------------------
  J. W. Boyer, Jr.



  /s/ D. E. Lyons                            Director
- ----------------------------------
  D. E. Lyons



  /s/ J. A. Sutton                           Director
- ----------------------------------
  J. A. Sutton



  /s/ D. K. Wilson, Jr.                      Director
- ----------------------------------
  D. K. Wilson, Jr.



                                       -8-


<PAGE>




                                  EXHIBIT INDEX


         Exhibit No.                          Description
         -----------                          -----------
             4                      Long Term Incentive Plan

             5                      Opinion of Robert J. Johnson

            23.1                    Consent of Independent Public Accountants

            23.2                    Consent of Robert J. Johnson
                                    (included in Exhibit 5)

            24                      Power of Attorney
                                    (See Signature Pages at page 7 - 8)


                                       -9-


<PAGE>
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{"company-data": {"conformed-name": "GILBERT ASSOCIATES INC/NEW", "cik": "0000740763", "assigned-sic": "8741", "irs-number": "232280922", "state-of-incorporation": "DE", "fiscal-year-end": "1228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09639", "film-number": "96604370"}, "business-address": {"street1": "P.O. BOX 1498", "city": "READING", "state": "PA", "zip": "19603", "phone": "6107755900"}, "mail-address": {"street1": "P.O. BOX 1498", "city": "READING", "state": "PA", "zip": "19603"}, "former-company": {"former-conformed-name": "GC HOLDINGS INC", "date-changed": "19840618"}}
As filed with the Securities and Exchange Commission on August 6, 1996
                                                     Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

                            GILBERT ASSOCIATES, INC.
               (Exact Name of Registrant as Specified in Charter)

              DELAWARE                                 23-2280922
      (State or Other Jurisdiction                  (I.R.S. Employer
          of Incorporation or                         Identification
            Organization)                                 Number)

                                  P.O. Box 1498
                           Reading, Pennsylvania 19603
                                 (610) 856-5500
               (Address, including zip code, and telephone number,
        including area code, of Registrant's principal executive offices)

                            LONG TERM INCENTIVE PLAN
                            (Full title of the plan)

                        Thomas F. Hafer, Esq., Secretary
                                  P.O. Box 1498
                           Reading, Pennsylvania 19603
                     (Name and address of agent for service)

                                 (610) 856-5500
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
                    |               | Proposed    |   Proposed   |
                    |               | maximum     |   maximum    |
                    |  Amount       | offering    |   aggregate  | Amount of
  Title of shares   |  to be        | price       |   offering   | registration
  to be registered  |  registered   | per share(1)|   price(1)   | fee
- --------------------|---------------|-------------|--------------|-------------
Class A Common Stock|               |             |              |
 ($1.00 par value)  |     500,000   | $12.06      |  $6,030,000  |  $2,080
                    |               |             |              |
Class B Common Stock|               |             |              |
 ($1.00 par value)  |     500,000   | $12.06      |  $6,030,000  |  $2,080
                    |               |             |              |
                    |               |             |              |
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

(1)      Estimated pursuant to Rule 457(c) solely for the purpose of calculating
         the registration fee, based upon the average of the high and low prices
         for Class A Common Stock of the registrant reported by The Nasdaq Stock
         Market for July 31, 1996.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The following documents which have been filed by Gilbert Associates,
Inc. ("registrant" or the "Company") with the Securities and Exchange Commission
(the "Commission") are incorporated by reference into this Registration
Statement:

                  (a) the Company's Annual Report on Form 10-K for the fiscal
         year ended December 29, 1995, as amended by a Form 10-K/A filed with
         the Commission on April 29, 1996;

                  (b) the Company's Quarterly Report on Form 10-Q for the
         quarter ended March 29, 1996; and

                  (c) the Company's Current Reports on Form 8-K filed with the
         Commission on March 8, 1996, May 6, 1996, June 7, 1996 and July 8,
         1996; and

                  (d) the description of the Class A Common Stock, par value
         $1.00 per share (the "Common Stock"), of the Company contained in the
         Company's Registration Statement on Form 8-A relating to the Class A
         Common Stock filed with the Commission, including any amendments or
         reports filed for the purpose of updating such description.

                  (e) the description of the Class B Common Stock, par value
         $1.00 per share (the "Common Stock"), of the Company contained in the
         Company's Registration Statement on Form 8-A relating to the Class B
         Common Stock filed with the Commission, including any amendments or
         reports filed for the purpose of updating such description.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") after
the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered pursuant to this Registration Statement
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents.

Item 4. Description of Securities.

         The Class A Common Stock and the Class B Common Stock, which are the
classes of securities offered pursuant to this Registration Statement, are
registered under the Exchange Act.

                                       -2-
Item 5. Interests of Named Experts and Counsel.

         The validity of the Class A Common Stock and Class B Common Stock
registered hereunder has been passed upon for the Company by Robert J. Johnson,
Senior Counsel of the Company. Mr. Johnson owns 11,861 shares of Class B Common
Stock and options to purchase 4,000 shares of Class B Common Stock.

Item 6. Indemnification of Directors and Officers.

         As permitted by Section 145 of the General Corporation Law of the State
of Delaware, the Company's Bylaws provide that the Company may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director or
officer of the Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action by judgment, order, settlement, conviction, or upon
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.

         In the case of an action by or in the right of the Company, the Bylaws
permit the Company to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action in
any of the capacities set forth above against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Company, except that indemnification is not permitted in respect of any claim,
issue or matter as to which such person is adjudged to be liable for negligence
or misconduct in the performance of his duty to the Company unless and only to
the extent that the Delaware Court of Chancery or the court in which such action
or suit was brought determines upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such

                                       -3-
person is fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court deems proper.

         The Bylaws further provide: that the Company is required to indemnify a
director, officer, employee or agent against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with any action,
suit or proceeding or in defense of any claim, issue or matter therein as to
which such person has been successful on the merits or otherwise; that
indemnification provided for by the Bylaws shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled; that
indemnification provided for by the Bylaws shall, continue as to a person who
has ceased to be a director or officer and shall inure to the benefit of such
person's heirs, executors and administrators; and that expenses incurred by an
officer or director in defending a civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the Company in advance
of final disposition upon receipt of an undertaking by or on behalf of such
person to repay such amount if it ultimately is determined that he is not
entitled to be indemnified by the Company. The Company may provide
indemnification only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct. Such
determination is to be made (i) by the board of directors by a majority vote of
a quorum consisting of directors who were not party to such action, suit or
proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable,
a quorum of disinterested directors so directs, by independent legal counsel in
a written opinion or (iii) by the stockholders.

         The directors and officers of the Company and its subsidiaries are
covered by policies of insurance under which they are insured, within limits and
subject to certain limitations, against certain expenses in connection with the
defense of actions, suits or proceedings, and certain liabilities which might be
imposed as a result of such actions, suits or proceedings, in which they are
parties by reason of being or having been directors or officers; the Company is
similarly insured, with respect to certain payments it might be required to make
to its directors or officers under the applicable statutes and its charter
provisions.

         Additionally, The Company's Restated Certificate of Incorporation (the
"Certificate") limits the liability of the Company's directors under certain
circumstances. The Certificate states that a director of the Company shall have
no personal liability to the Company or its stockholders for monetary damages
for breach of his fiduciary duty as a director, provided, however, that the
liability of a director is not eliminated or limited (i) for any breach of the
director's duty of loyalty to the Company or

                                       -4-
its stockholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of a law; (iii) for the willful or
negligent payment of dividends or purchase or redemption of stock in violation
of the limitation imposed on such action by the General Corporation Law of the
State of Delaware; or (iv) for any transaction from which the director derived
an improper personal benefit.

Item 7. Exemption from Registration Claimed.

         No restricted securities are being reoffered or resold pursuant to this
Registration Statement.

Item 8. Exhibits.

         Exhibit No.                Description

             4                      Long Term Incentive Plan

             5                      Opinion of Robert J. Johnson

            23.1                    Consent of Independent Public Accountants.

            23.2                    Consent of Robert J. Johnson (included in
                                    Exhibit 5).

            25                      Power of Attorney (See Signature Pages at
                                    pages 7 - 8).

Item 9. Undertakings

         The undersigned registrant hereby undertakes as follows:

         (1) To file, during any period in which offers or sales are being made
pursuant to this Registration Statement, 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 aggregate, represent
a fundamental change in the information set forth in this 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 and 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,

                                       -5-
the changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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 this registration statement;

         provided, however, that paragraphs (i) and (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 by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 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.

         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 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

         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

                                       -6-
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 Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Reading, Pennsylvania, on July 31, 1996.

                                      GILBERT ASSOCIATES, INC.

                                      By:  /s/ T. S. Cobb
                                         --------------------------------
                                         T. S. Cobb, Chairman of
                                         the Board, President and Chief
                                         Executive Officer, the principal
                                         executive officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Timothy S. Cobb, Paul H. Snyder and
Thomas F. Hafer and each or any of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their, his or her substitutes
or substitute, may lawfully do or cause to be done by virtue hereof.

                                       -7-
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on July 31, 1996
in the capacities indicated:

         Signature                                    Title
         ---------                                    -----

  /s/ T. S. Cobb                             Chairman of the Board, President
- ----------------------------------           and Chief Executive Officer, the
  T. S. Cobb                                 principal executive officer

  /s/ P. H. Snyder                           Vice President, the principal
- ----------------------------------           financial officer and principal
  P. H. Snyder                               accounting officer

  /s/ A. F. Smith                            Director
- ----------------------------------
  A. F. Smith

  /s/ J. W. Boyer, Jr.                       Director
- ----------------------------------
  J. W. Boyer, Jr.

  /s/ D. E. Lyons                            Director
- ----------------------------------
  D. E. Lyons

  /s/ J. A. Sutton                           Director
- ----------------------------------
  J. A. Sutton

  /s/ D. K. Wilson, Jr.                      Director
- ----------------------------------
  D. K. Wilson, Jr.

                                       -8-
EXHIBIT INDEX

         Exhibit No.                          Description
         -----------                          -----------
             4                      Long Term Incentive Plan

             5                      Opinion of Robert J. Johnson

            23.1                    Consent of Independent Public Accountants

            23.2                    Consent of Robert J. Johnson
                                    (included in Exhibit 5)

            24                      Power of Attorney
                                    (See Signature Pages at page 7 - 8)

                                       -9-