<PAGE>
 
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 14, 1998
                                                Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                            INTEGRAL SYSTEMS, INC.
            (Exact Name of Registrant as Specified in Its Charter)

               MARYLAND                            52-1267968
    (State or Other Jurisdiction of            (I.R.S. Employer
    Incorporation or Organization)             Identification No.)
           

     5000 PHILADELPHIA WAY, SUITE A
     Lanham, Maryland                               20706-4417
    (Address of Principal Executive Offices)        (Zip Code)

                INTEGRAL SYSTEMS, INC., 1988 STOCK OPTION PLAN
                 AS AMENDED AND RESTATED EFFECTIVE MAY 8, 1998
                           (Full Title of the Plan)

                             STEVEN R. CHAMBERLAIN
                            CHIEF EXECUTIVE OFFICER
                            INTEGRAL SYSTEMS, INC.
                        5000 PHILADELPHIA WAY, SUITE A
                         LANHAM, MARYLAND  20706-4417
                    (Name and Address of Agent for Service)

                                (301) 731-4233
         (Telephone Number, Including Area Code, of Agent For Service)

                                   Copy to:

                          JOHN L. SULLIVAN, III, ESQ.
                       VENABLE, BAETJER AND HOWARD, LLP
                        2010 CORPORATE RIDGE, SUITE 400
                            MCLEAN, VIRGINIA  22102
                                        
                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------- 
                                                    Proposed Maximum  Offering       Proposed Maximum    
Title Of  Securities To            Amount                      Price                     Aggregate               Amount Of     
 Be Registered              To Be Registered(1)            Per Share(2)             Offering Price (2)      Registration Fee(2) 
--------------------------------------------------------------------------------------------------------------------------------- 
<S>                       <C>                       <C>                          <C>                        <C>
Common Stock, $.01 par
 value per share             600,000 shares                  $11.875                   $7,125,000                 $2,102
 
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>
________
(1)  Pursuant to Rule 416 under the Securities Act of 1933, this Registration
     Statement also covers such additional shares of Common Stock as may become
     issuable pursuant to the anti-dilution provisions of the Integral Systems,
     Inc., 1988 Stock Option Plan as Amended and Restated Effective May 8, 1998.

(2)  Estimated solely for the purpose of determining the Registration Fee and
     calculated pursuant to Rules 457(c) and 457(h) based upon the average of
     the high and low prices of the Common Stock on the Nasdaq SmallCap Market
     on August 11, 1998.
<PAGE>
 
                                     PART I
                                        
    Documents containing the information specified in Part I of Form S-8 have
been and/or will be sent or given to employees as specified by Rule 428(b)(1) of
the Securities Act of 1933, as amended (the "Securities Act").  In accordance
with the instructions to Part I of Form S-8, such documents will not be filed
with the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act.  These documents and the
documents incorporated by reference pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute the prospectus as required by
Section 10(a) of the Securities Act.

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

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

          (a)  The Company's Annual Report on Form 10-KSB for the year ended
               September 30, 1997, filed with the Commission on December 31,
               1997;

          (b)  The Company's Quarterly Reports on Form 10-QSB for the quarters
               ended December 31, 1997 and March 31, 1998, filed with the
               Commission on  February 19, 1998 and May 15, 1998, respectively;
               and

          (c)  The description of the Common Stock set forth in Company's
               Registration Statement on Form 8-A filed with the Commission on
               May 17, 1990 by the Registrant under Section 12(g) of the
               Securities Exchange Act of 1934, as amended, (the "Exchange Act")
               together with any amendment or report filed with the Commission
               for the purpose of updating such description.

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


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

          Not Applicable.
<PAGE>
 
ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
          --------------------------------------  

          Not Applicable.


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

    Section 2-418 of the Maryland General Corporation Law ("MGCL") permits a
corporation to indemnify each of its present and former directors and officers,
among others, against judgments, penalties, fines, settlements and reasonable
expenses actually incurred by him or her in connection with any proceeding to
which he or she may be made a party by reason of his or her service in that
capacity or certain other capacities, unless it is established that (a) the act
or omission of the director or officer was material to the matter giving rise to
such proceeding and (i) was committed in bad faith or (ii) was the result of
active and deliberate dishonesty; or (b) the director or officer actually
received an improper personal benefit in money, property or services; or (c) in
the case of any criminal proceeding, the director or officer had reasonable
cause to believe that the act or omission was unlawful.  However, if the
proceeding was one by or in the right of the corporation, indemnification may
not be made in respect of any proceeding in which the director or officer shall
have been adjudged to be liable to the corporation.  In addition, Section 2-
418(f) of the MGCL permits a corporation to pay or reimburse, in advance of the
final disposition of a proceeding, reasonable expenses (including attorney's
fees) incurred by a present or former director or officer made a party to the
proceeding by reason of his or her service in that capacity or certain other
capacities, provided that the corporation shall have received (a) a written
affirmation by the director or officer of his or her good faith belief that he
or she has met the standard of conduct necessary for indemnification by the
corporation and (b) a written undertaking by or on behalf of the director or
officer to repay the amount paid or reimbursed by the corporation if it shall
ultimately be determined that the standard of conduct was not met.  The MGCL
also provides that, unless limited by the corporation's articles of
incorporation, a director or officer of the corporation who has been successful,
on the merits or otherwise, shall be indemnified against reasonable expenses
incurred by the director or officer in connection with any proceeding to which
he or she is made a party by reason of his or her service in that capacity or
certain other capacities.  Maryland law permits a corporation to indemnify and
advance expenses to a present and former employee or agent of the corporation to
the same extent as a director or officer, and to provide additional
indemnification to an employee or agent who is not also a director or officer.

    The Company has provided for indemnification of directors, officers,
employees and agents in Article Ninth of the Articles of Restatement of the
Articles of Incorporation ("Restated Articles of Incorporation") and in Section
1 of Article VI of the By-Laws of the Company (the "By-Laws"). These provisions
read as follows:

     The Corporation shall indemnify as determined by the Board of Directors any
     person who is serving or has served as a director or officer or employee or
     agent of this Corporation to the extent permitted by Maryland Law, who has
     been made, or is threatened to be made, a party to an action, suit, or
     proceeding, whether civil, criminal, administrative, investigative, or
     otherwise (including an action, suit or proceeding by or in the right of
     the corporation), by reason of the fact that the person is or was a
     director or officer or employee or agent of the corporation, or a fiduciary
     within the meaning of the Employee Retirement Income Security Act of 1974
     with respect to an employee benefit plan of the corporation, or serves or
     served at the request of the corporation as a director, or as an officer,
     or as a fiduciary of an employee benefit plan, of another corporation,
     partnership, joint venture, trust or other enterprise, or as an employee,
     or as an agent, except in relation to matters as to which such person is
     adjudged in such action, 

                                       2
<PAGE>
 
     suit or proceedings or otherwise determined to be liable for negligence 
     or misconduct in the performance of duty.

     In addition, the Corporation as determined by the Board of Directors shall
     pay for or reimburse any expenses incurred by such persons who are parties
     to such proceedings, in advance of the final disposition of such
     proceedings, to the extent permitted by the Maryland Law.

Note that the Restated Articles of Incorporation do not limit the requirement of
the MGCL that a corporation indemnify a director or officer who has been
successful, on the merits or otherwise, against reasonable expenses incurred by
the director or officer in any proceeding to which he or she is made a party by
reason of his or her service in that capacity or certain other capacities.

     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 Securities Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be governed by
the final adjudication of such issue.

     Under Maryland law, a corporation is permitted to limit by provision in its
articles of incorporation the liability of its directors and officers to the
corporation or to its stockholder for money damages except to the extent that
(i) it is proved that the director or officer actually received an improper
benefit or profit in money, property or services, for the amount of the benefit
or profit in money, property or services actually received, or (ii) a judgment
or other final adjudication adverse to the director or officer is entered in a
proceeding based on a finding in the proceeding that the director's or officer's
action, or failure to act, was the result or active and deliberate dishonesty
and was material to the cause of action adjudicated in the proceeding.

     The Company has not limited the liability of its directors and officers for
money damages in its Restated Articles of Incorporation.

     Under Maryland law, a corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation against any liability asserted against and incurred by such person
in any such capacity or certain other capacities or arising out of such person's
position, whether or not the corporation would have the power to indemnify
against liability under the MGCL.

     The Company has provided for the purchase of insurance for directors,
officers, employees or agents of the Company in Section 2 of Article VI of the
By-Laws.  This provision reads as follows:

     Upon resolution passed by the Board of Directors, the Corporation may
     purchase and maintain insurance on behalf of any person who is or was a
     director, officer, employee or 

                                       3
<PAGE>
 
     agent of the Corporation or who, while a director, officer, employee or
     agent of the Corporation is or was serving at the request of the
     Corporation as a director, officer, partner, trustee, employee or agent of
     another corporation, partnership, joint venture, trust or other enterprise
     or employee benefit plan against any liability asserted against and
     incurred by such person in any such capacity, or arising out of such
     person's position as such, whether or not the Corporation would have the
     power to indemnify him against such liability under the By-Laws.

                                       4
<PAGE>
 
ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
          ----------------------------------- 

          Not applicable.

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

     4.1*  Restated Articles of Incorporation of the Registrant.

     4.2*  By-Laws of the Registrant as restated in August 1998.

     4.3   Form of Common Stock Certificate (incorporated herein by reference to
           Exhibit 4.1 of the Registrant's Registration Statement on Form S-1 
           filed July 2, 1998).

     4.4*  Integral Systems, Inc. 1988 Stock Option Plan As Amended and Restated
           Effective as of May 8, 1998.

     5.1*  Opinion of Counsel.

     23.1*  Consent of Venable, Baetjer, Howard & Civiletti, LLP (included in
            Exhibit 5.1).

     23.2*  Consent of Independent Public Accountants.

     24*    Powers of Attorney (included in signature page).
___________
* Filed herewith.

ITEM 9.    UNDERTAKINGS.
           ------------ 

(1)  The undersigned Registrant hereby undertakes:

     (a)  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.
                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 as 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, 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

                                       5
<PAGE>
 
         (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 (1)(a)(i) and (1)(a)(ii) 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 Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.

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

     (c)  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.

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

(3)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to directors, officers and controlling persons of the
     Registrant pursuant to the foregoing provisions, or otherwise, the
     Registrant has been advised that in the opinion of the 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.

                                       6
<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 Lanham, in the State of Maryland, on this 7th day of
August, 1998.

                                  INTEGRAL SYSTEMS, INC.
                        
                                  BY:  /S/ Steven R. Chamberlain
                                       -------------------------
                                       Steven R. Chamberlain
                                       Chairman and Chief Executive Officer
                                       (Principal Executive Officer)


     Each person whose signature appears below constitutes and appoints Steven
R. Chamberlain his or her true and lawful attorney-in-fact, with full power of
substitution and resubstitution, severally, for him and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments or supplements) to this Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent 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 or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

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



<TABLE>
<CAPTION>
            SIGNATURE                                TITLE                              DATE
<S>                                 <C>                                      <C>
                                               
/s/ Steven R. Chamberlain               Chairman and Chief Executive Officer
----------------------------------          (Principal Executive Officer)            August 7, 1998  
Steven R. Chamberlain
 
 
 
                                      Vice President and Chief Financial
/s/ Elaine M. Parfitt                               Officer                         August 7, 1998
----------------------------------     (Principal Financial Officer and
Elaine M. Parfitt                        Principal Accounting Officer)
 
</TABLE> 
 
<PAGE>
<TABLE> 

<S>                                    <C>                                         <C>  
/s/ Robert P. Sadler                   Vice President, Quality Control,                          
----------------------------------     Secretary, Treasurer and Director           August 7, 1998 
Robert P. Sadler
 
 
/s/ Bonnie K. Wachtel                              Director                        August 7, 1998
----------------------------------
Bonnie K. Wachtel
 
                                                   
/s/ Dominic A. Laiti
----------------------------------                 Director                        August 7, 1998 
Dominic A. Laiti
 
 
/s/ R. Doss McComas                                Director                        August 7, 1998 
----------------------------------
R. Doss McComas

</TABLE>
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------


EXHIBIT NUMBER             DESCRIPTION
--------------             -----------

     4.1          Restated Articles of Incorporation of the Registrant.
         
     4.2          Restated By-Laws of the Registrant.
         
     4.3          Form of Common Stock Certificate (incorporated herein by
                  reference to Exhibit 4.1 of the Registrant's Registration
                  Statement on Form S-1 filed July 2, 1998).
         
     4.4          Integral Systems, Inc. 1988 Stock Option Plan as amended and 
                  Restated Effective May 8, 1998.
         
     5.1          Opinion of Counsel
         
    23.1          Consent of Venable, Baetjer and Howard, LLP (included in 
                  opinion filed as Exhibit 5.1).
         
    23.2          Consent of Independent Public Accountants.
         
    24            Powers of Attorney (included in signature page).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 25789}]
{"company-data": {"conformed-name": "INTEGRAL SYSTEMS INC /MD/", "cik": "0000718130", "assigned-sic": "7373", "irs-number": "521267968", "state-of-incorporation": "MD", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61559", "film-number": "98691489"}, "business-address": {"street1": "5000 PHILADELPHIA WAY", "street2": "STE A", "city": "LANHAM", "state": "MD", "zip": "20706", "phone": "3017314233"}, "mail-address": {"street1": "5000 PHILADELPHIA WAY", "street2": "STE A", "city": "LANHAM", "state": "MD", "zip": "20706"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 14, 1998
                                                Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                            INTEGRAL SYSTEMS, INC.
            (Exact Name of Registrant as Specified in Its Charter)

               MARYLAND                            52-1267968
    (State or Other Jurisdiction of            (I.R.S. Employer
    Incorporation or Organization)             Identification No.)
           

     5000 PHILADELPHIA WAY, SUITE A
     Lanham, Maryland                               20706-4417
    (Address of Principal Executive Offices)        (Zip Code)

                INTEGRAL SYSTEMS, INC., 1988 STOCK OPTION PLAN
                 AS AMENDED AND RESTATED EFFECTIVE MAY 8, 1998
                           (Full Title of the Plan)

                             STEVEN R. CHAMBERLAIN
                            CHIEF EXECUTIVE OFFICER
                            INTEGRAL SYSTEMS, INC.
                        5000 PHILADELPHIA WAY, SUITE A
                         LANHAM, MARYLAND  20706-4417
                    (Name and Address of Agent for Service)

                                (301) 731-4233
         (Telephone Number, Including Area Code, of Agent For Service)

                                   Copy to:

                          JOHN L. SULLIVAN, III, ESQ.
                       VENABLE, BAETJER AND HOWARD, LLP
                        2010 CORPORATE RIDGE, SUITE 400
                            MCLEAN, VIRGINIA  22102
                                        
                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------------- 
                                                    Proposed Maximum  Offering       Proposed Maximum    
Title Of  Securities To            Amount                      Price                     Aggregate               Amount Of     
 Be Registered              To Be Registered(1)            Per Share(2)             Offering Price (2)      Registration Fee(2) 
---------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par
 value per share             600,000 shares                  $11.875                   $7,125,000                 $2,102
 
-------------------------------------------------------------------------------------------------------------------------------
________
(1)  Pursuant to Rule 416 under the Securities Act of 1933, this Registration
     Statement also covers such additional shares of Common Stock as may become
     issuable pursuant to the anti-dilution provisions of the Integral Systems,
     Inc., 1988 Stock Option Plan as Amended and Restated Effective May 8, 1998.

(2)  Estimated solely for the purpose of determining the Registration Fee and
     calculated pursuant to Rules 457(c) and 457(h) based upon the average of
     the high and low prices of the Common Stock on the Nasdaq SmallCap Market
     on August 11, 1998.
PART I
                                        
    Documents containing the information specified in Part I of Form S-8 have
been and/or will be sent or given to employees as specified by Rule 428(b)(1) of
the Securities Act of 1933, as amended (the "Securities Act").  In accordance
with the instructions to Part I of Form S-8, such documents will not be filed
with the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act.  These documents and the
documents incorporated by reference pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute the prospectus as required by
Section 10(a) of the Securities Act.

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

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

          (a)  The Company's Annual Report on Form 10-KSB for the year ended
               September 30, 1997, filed with the Commission on December 31,
               1997;

          (b)  The Company's Quarterly Reports on Form 10-QSB for the quarters
               ended December 31, 1997 and March 31, 1998, filed with the
               Commission on  February 19, 1998 and May 15, 1998, respectively;
               and

          (c)  The description of the Common Stock set forth in Company's
               Registration Statement on Form 8-A filed with the Commission on
               May 17, 1990 by the Registrant under Section 12(g) of the
               Securities Exchange Act of 1934, as amended, (the "Exchange Act")
               together with any amendment or report filed with the Commission
               for the purpose of updating such description.

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

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

          Not Applicable.
ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
          --------------------------------------  

          Not Applicable.

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

    Section 2-418 of the Maryland General Corporation Law ("MGCL") permits a
corporation to indemnify each of its present and former directors and officers,
among others, against judgments, penalties, fines, settlements and reasonable
expenses actually incurred by him or her in connection with any proceeding to
which he or she may be made a party by reason of his or her service in that
capacity or certain other capacities, unless it is established that (a) the act
or omission of the director or officer was material to the matter giving rise to
such proceeding and (i) was committed in bad faith or (ii) was the result of
active and deliberate dishonesty; or (b) the director or officer actually
received an improper personal benefit in money, property or services; or (c) in
the case of any criminal proceeding, the director or officer had reasonable
cause to believe that the act or omission was unlawful.  However, if the
proceeding was one by or in the right of the corporation, indemnification may
not be made in respect of any proceeding in which the director or officer shall
have been adjudged to be liable to the corporation.  In addition, Section 2-
418(f) of the MGCL permits a corporation to pay or reimburse, in advance of the
final disposition of a proceeding, reasonable expenses (including attorney's
fees) incurred by a present or former director or officer made a party to the
proceeding by reason of his or her service in that capacity or certain other
capacities, provided that the corporation shall have received (a) a written
affirmation by the director or officer of his or her good faith belief that he
or she has met the standard of conduct necessary for indemnification by the
corporation and (b) a written undertaking by or on behalf of the director or
officer to repay the amount paid or reimbursed by the corporation if it shall
ultimately be determined that the standard of conduct was not met.  The MGCL
also provides that, unless limited by the corporation's articles of
incorporation, a director or officer of the corporation who has been successful,
on the merits or otherwise, shall be indemnified against reasonable expenses
incurred by the director or officer in connection with any proceeding to which
he or she is made a party by reason of his or her service in that capacity or
certain other capacities.  Maryland law permits a corporation to indemnify and
advance expenses to a present and former employee or agent of the corporation to
the same extent as a director or officer, and to provide additional
indemnification to an employee or agent who is not also a director or officer.

    The Company has provided for indemnification of directors, officers,
employees and agents in Article Ninth of the Articles of Restatement of the
Articles of Incorporation ("Restated Articles of Incorporation") and in Section
1 of Article VI of the By-Laws of the Company (the "By-Laws"). These provisions
read as follows:

     The Corporation shall indemnify as determined by the Board of Directors any
     person who is serving or has served as a director or officer or employee or
     agent of this Corporation to the extent permitted by Maryland Law, who has
     been made, or is threatened to be made, a party to an action, suit, or
     proceeding, whether civil, criminal, administrative, investigative, or
     otherwise (including an action, suit or proceeding by or in the right of
     the corporation), by reason of the fact that the person is or was a
     director or officer or employee or agent of the corporation, or a fiduciary
     within the meaning of the Employee Retirement Income Security Act of 1974
     with respect to an employee benefit plan of the corporation, or serves or
     served at the request of the corporation as a director, or as an officer,
     or as a fiduciary of an employee benefit plan, of another corporation,
     partnership, joint venture, trust or other enterprise, or as an employee,
     or as an agent, except in relation to matters as to which such person is
     adjudged in such action, 

                                       2
suit or proceedings or otherwise determined to be liable for negligence 
     or misconduct in the performance of duty.

     In addition, the Corporation as determined by the Board of Directors shall
     pay for or reimburse any expenses incurred by such persons who are parties
     to such proceedings, in advance of the final disposition of such
     proceedings, to the extent permitted by the Maryland Law.

Note that the Restated Articles of Incorporation do not limit the requirement of
the MGCL that a corporation indemnify a director or officer who has been
successful, on the merits or otherwise, against reasonable expenses incurred by
the director or officer in any proceeding to which he or she is made a party by
reason of his or her service in that capacity or certain other capacities.

     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 Securities Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be governed by
the final adjudication of such issue.

     Under Maryland law, a corporation is permitted to limit by provision in its
articles of incorporation the liability of its directors and officers to the
corporation or to its stockholder for money damages except to the extent that
(i) it is proved that the director or officer actually received an improper
benefit or profit in money, property or services, for the amount of the benefit
or profit in money, property or services actually received, or (ii) a judgment
or other final adjudication adverse to the director or officer is entered in a
proceeding based on a finding in the proceeding that the director's or officer's
action, or failure to act, was the result or active and deliberate dishonesty
and was material to the cause of action adjudicated in the proceeding.

     The Company has not limited the liability of its directors and officers for
money damages in its Restated Articles of Incorporation.

     Under Maryland law, a corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation against any liability asserted against and incurred by such person
in any such capacity or certain other capacities or arising out of such person's
position, whether or not the corporation would have the power to indemnify
against liability under the MGCL.

     The Company has provided for the purchase of insurance for directors,
officers, employees or agents of the Company in Section 2 of Article VI of the
By-Laws.  This provision reads as follows:

     Upon resolution passed by the Board of Directors, the Corporation may
     purchase and maintain insurance on behalf of any person who is or was a
     director, officer, employee or 

                                       3
agent of the Corporation or who, while a director, officer, employee or
     agent of the Corporation is or was serving at the request of the
     Corporation as a director, officer, partner, trustee, employee or agent of
     another corporation, partnership, joint venture, trust or other enterprise
     or employee benefit plan against any liability asserted against and
     incurred by such person in any such capacity, or arising out of such
     person's position as such, whether or not the Corporation would have the
     power to indemnify him against such liability under the By-Laws.

                                       4
ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
          ----------------------------------- 

          Not applicable.

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

     4.1*  Restated Articles of Incorporation of the Registrant.

     4.2*  By-Laws of the Registrant as restated in August 1998.

     4.3   Form of Common Stock Certificate (incorporated herein by reference to
           Exhibit 4.1 of the Registrant's Registration Statement on Form S-1 
           filed July 2, 1998).

     4.4*  Integral Systems, Inc. 1988 Stock Option Plan As Amended and Restated
           Effective as of May 8, 1998.

     5.1*  Opinion of Counsel.

     23.1*  Consent of Venable, Baetjer, Howard & Civiletti, LLP (included in
            Exhibit 5.1).

     23.2*  Consent of Independent Public Accountants.

     24*    Powers of Attorney (included in signature page).
___________
* Filed herewith.

ITEM 9.    UNDERTAKINGS.
           ------------ 

(1)  The undersigned Registrant hereby undertakes:

     (a)  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.
                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 as 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, 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

                                       5
(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 (1)(a)(i) and (1)(a)(ii) 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 Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.

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

     (c)  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.

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

(3)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to directors, officers and controlling persons of the
     Registrant pursuant to the foregoing provisions, or otherwise, the
     Registrant has been advised that in the opinion of the 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.

                                       6
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 Lanham, in the State of Maryland, on this 7th day of
August, 1998.

                                  INTEGRAL SYSTEMS, INC.
                        
                                  BY:  /S/ Steven R. Chamberlain
                                       -------------------------
                                       Steven R. Chamberlain
                                       Chairman and Chief Executive Officer
                                       (Principal Executive Officer)

     Each person whose signature appears below constitutes and appoints Steven
R. Chamberlain his or her true and lawful attorney-in-fact, with full power of
substitution and resubstitution, severally, for him and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments or supplements) to this Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent 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 or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                TITLE                              DATE
/s/ Steven R. Chamberlain               Chairman and Chief Executive Officer
----------------------------------          (Principal Executive Officer)            August 7, 1998  
Steven R. Chamberlain
 
 
 
                                      Vice President and Chief Financial
/s/ Elaine M. Parfitt                               Officer                         August 7, 1998
----------------------------------     (Principal Financial Officer and
Elaine M. Parfitt                        Principal Accounting Officer)
/s/ Robert P. Sadler                   Vice President, Quality Control,                          
----------------------------------     Secretary, Treasurer and Director           August 7, 1998 
Robert P. Sadler
 
 
/s/ Bonnie K. Wachtel                              Director                        August 7, 1998
----------------------------------
Bonnie K. Wachtel
 
                                                   
/s/ Dominic A. Laiti
----------------------------------                 Director                        August 7, 1998 
Dominic A. Laiti
 
 
/s/ R. Doss McComas                                Director                        August 7, 1998 
----------------------------------
R. Doss McComas
EXHIBIT INDEX
                                 -------------

EXHIBIT NUMBER             DESCRIPTION
--------------             -----------

     4.1          Restated Articles of Incorporation of the Registrant.
         
     4.2          Restated By-Laws of the Registrant.
         
     4.3          Form of Common Stock Certificate (incorporated herein by
                  reference to Exhibit 4.1 of the Registrant's Registration
                  Statement on Form S-1 filed July 2, 1998).
         
     4.4          Integral Systems, Inc. 1988 Stock Option Plan as amended and 
                  Restated Effective May 8, 1998.
         
     5.1          Opinion of Counsel
         
    23.1          Consent of Venable, Baetjer and Howard, LLP (included in 
                  opinion filed as Exhibit 5.1).
         
    23.2          Consent of Independent Public Accountants.
         
    24            Powers of Attorney (included in signature page).