<PAGE>

        As filed with the Securities and Exchange Commission on July 31, 1996
                                                  Registration No. 333-

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

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

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

                                    ANALOGY, INC.

                  (Exact name of registrant as specified in charter)

              OREGON                                         93-0892014
    (State or other jurisdiction of               (I.R.S. Employer
    incorporation or organization)              Identification Number)
                               ------------------------

                    9205 SW GEMINI DRIVE, BEAVERTON, OREGON 97008
                                    (503) 626-9700
                  (Address, including zip code and telephone number,
          including area code, of registrant's principal executive offices)
                               ------------------------

                             ANALOGY, INC. 1996 EMPLOYEE
                                  STOCK PURCHASE PLAN
                               ------------------------

                                    GARY P. ARNOLD
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                    ANALOGY, INC.
                    9205 SW GEMINI DRIVE, BEAVERTON, OREGON 97008
                                    (503) 626-9700
               (Name, address, including zip code and telephone number,
                      including area code, of agent for service)
                               ------------------------
                                   with copies to:
                             MICHAEL W. SHACKELFORD, ESQ.
                       ATER WYNNE HEWITT DODSON & SKERRITT, LLP
                222 S.W. COLUMBIA, SUITE 1800, PORTLAND, OREGON 97201
                                    (503) 226-1191

                           CALCULATION OF REGISTRATION FEE
 
<TABLE>
<CAPTION>

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

Title of Securities to  Amount to be     Proposed Maximum Offering         Proposed Maximum            Amount of
    be Registered        Registered         Price per Share (1)      Aggregate Offering Price (1)   Registration Fee
- --------------------------------------------------------------------------------------------------------------------------

<S>                     <C>              <C>                         <C>                            <C>
Common Stock, no
par value               300,000 shares          $ 5.1875                   $ 1,556,250                  $ 536.64

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

</TABLE>
 
(1) Estimated solely for the purpose of calculating the registration fee based 
on the average of the high and low prices reported on the Nasdaq National 
Market on July 29, 1996.


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


<PAGE>

                                       PART II

                    INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

 The following documents are incorporated by reference into this Registration
Statement:

    (a)  Annual Report on Form 10-K of the Company for the fiscal year ended
March 31, 1996 filed with the Securities and Exchange Commission (the "SEC") on
June 28, 1996 pursuant to Sections 13(a) and 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act").

    (b)  Registration Statement on Form 8-A of the Company filed with the SEC
on February 12, 1996.

    (c)  All documents filed by the Company with the SEC pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and before the date of filing of a post-effective
amendment to this Registration Statement stating that all securities offered
have been sold or which deregisters all securities then remaining unsold.

ITEM 4.  DESCRIPTION OF SECURITIES

 Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

 Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

 As an Oregon corporation the Company is subject to the Oregon Business
Corporation Act ("OBCA") and the exculpation from liability and indemnification
provisions contained therein.  Pursuant to Section 60.047(2)(d) of the OBCA,
Article IV of the Company's Restated Articles of Incorporation (the "Articles")
eliminates the liability of the Company's directors to the Company or its
shareholders, except for any liability related to breach of the duty of loyalty,
actions not in good faith and certain other liabilities.  The Articles require
the Company to indemnify its  directors and officers to the fullest extent not
prohibited by law.

 Section 60.387, ET SEQ., of the OBCA allows corporations to indemnify their
directors and officers against liability where the


                                        - 2 -

<PAGE>

director or officer has acted in good faith and with a reasonable belief that
actions taken were in the best interests of the corporation or at least not
adverse to the corporation's best interests and, if in a criminal proceeding,
the individual had no reasonable cause to believe the conduct in question was
unlawful.  Under the OBCA, corporations may not indemnify against liability in
connection with a claim by or in the right of the corporation in which the
director or officer was adjudged liable to the corporation, but may indemnify
against the reasonable expenses associated with such claims.  Corporations may
not indemnify against breaches of the duty of loyalty.  The OBCA mandates
indemnification against all reasonable expenses incurred in the successful
defense of any claim made or threatened whether or not such claim was by or in
the right of the corporation.  Finally, a court may order indemnification if it
determines that the director or officer is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances whether or not the
director or officer  met the good faith and reasonable belief standards of
conduct set out in the statute.

 The OBCA also provides that the statutory indemnification provisions are not
deemed exclusive of any other rights to which directors or officers may be
entitled under a corporation's articles of incorporation or bylaws, any
agreement, general or specific action of the board of directors, vote of
shareholders or otherwise.

 Effective as of March 15, 1996, the Company entered into indemnity agreements
with Gary P. Arnold, Dr. Martin Vlach, Paul Brandli, Robert L. Cattoi, John H.
Faehndrich, Neil E. Goldschmidt, Frank Roehr and Charles E. Sporck, each of whom
is a member of the Board of Directors (Messrs. Arnold and Vlach are also
officers of the Company).  Effective as of March 15, 1996, the Company also
entered into indemnity agreements with Terence A. Rixford, R. Douglas Johnson,
David W. Smith, Dr. Ian E. Getreu, Douglas L. Goodman, Marcy Edwards and Douglas
H. Lundin, each of whom is an officer of the Company.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

 Not applicable.

ITEM 8.  EXHIBITS

 Number            Description
 ------            -----------

  5.0    Opinion of Ater Wynne Hewitt Dodson & Skerritt, LLP as to the legality
         of the securities being registered

 23.1    Consent of Ater Wynne Hewitt Dodson & Skerritt, LLP (included in legal
         opinion filed as Exhibit 5.0)


                                        - 3 -

<PAGE>

 23.2    Consent of KPMG Peat Marwick LLP

 24.0    Powers of Attorney (included in signature page in Part II of the
         Registration Statement)

 99.0    Analogy, Inc. 1996 Employee Stock Purchase Plan

ITEM 9.  UNDERTAKINGS

    (a)  The undersigned registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement:

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

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

       (iii)  to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided,
however, that subparagraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those subparagraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

    (b)  The undersigned registrant hereby undertakes that, for the purpose of
determining 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.

    (c)  The undersigned registrant hereby undertakes 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.

    (d)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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


                                        - 4 -

<PAGE>

such securities at that time shall be deemed to be the initial bona fide
offering thereof.

    (e)  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 a director, officer or controlling person in
connection with 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.


                                        - 5 -

<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 Beaverton, State of Oregon, on the 29th day of July,
1996.


                        ANALOGY, INC.



                      By:   /s/ Gary P. Arnold
                           --------------------------------
                           Gary P. Arnold
                           President and Chief Executive
                             Officer


                                  POWER OF ATTORNEY

 KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Gary P. Arnold and Terrence A. Rixford, and each of
them singly, as true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign the registration statement filed herewith and any
or all amendments to said registration statement (including post-effective
amendments), 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 foregoing, as fully to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

 Witness our hands on the date set forth below.

 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.


                            [SIGNATURES ON FOLLOWING PAGE]


                                        - 6 -

<PAGE>

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


 /s/ Gary P. Arnold
- -------------------------    Chairman of the Board,
Gary P. Arnold               President and Chief
                             Executive Officer
                             (Principal
                             Executive Officer)            07/29/96

 /s/ Terrence A. Rixford
- -------------------------    Vice President, Finance
Terrence A. Rixford          and Administration
                             (Principal Financial          07/29/96
                             and Accounting Officer)

- -------------------------    Director                      07/   /96
Paul Brandli

 /s/ Robert L. Cattoi
- -------------------------    Director                      07/19/96
Robert L. Cattoi


- -------------------------    Director                      07/   /96
John H. Faehndrich

 /s/ Neil E. Goldschmidt
- -------------------------    Director                      07/29/96
Neil E. Goldschmidt

 /s/ Frank Roehr
- -------------------------    Director                      07/29/96
Frank Roehr

 /s/ Charles E. Sporck
- -------------------------    Director                      07/14/96
Charles E. Sporck

 /s/ Martin Vlach
- -------------------------    Director                      07/13/96
Martin Vlach


                                        - 7 -

<PAGE>

                                  INDEX TO EXHIBITS


Exhibit                                                                   Page
Number           Exhibit                                                  No.
- -------          -------                                                  -----


 5.0     Opinion of Ater Wynne Hewitt Dodson & Skerritt, LLP as to
         the legality of the securities being registered


23.1     Consent of Ater Wynne Hewitt Dodson & Skerritt, LLP
         (included in legal opinion filed as Exhibit 5.0)


23.2     Consent of KPMG Peat Marwick LLP

24.0     Powers of Attorney (included in signature page in Part II of
         the Registration Statement)

99.0     Analogy, Inc. 1996 Employee Stock Purchase Plan


                                        - 8 -
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 16687}]
{"company-data": {"conformed-name": "ANALOGY INC", "cik": "0000893573", "assigned-sic": "7372", "irs-number": "930840631", "state-of-incorporation": "OR", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09351", "film-number": "96602325"}, "business-address": {"street1": "9205 SW GEMINI DR", "city": "BEAVERTON", "state": "OR", "zip": "997008", "phone": "5036269700"}, "mail-address": {"street1": "9205 SWGEMIN DRIVE", "city": "BEAUERTON", "state": "OR", "zip": "97008"}}
As filed with the Securities and Exchange Commission on July 31, 1996
                                                  Registration No. 333-

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

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

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

                                    ANALOGY, INC.

                  (Exact name of registrant as specified in charter)

              OREGON                                         93-0892014
    (State or other jurisdiction of               (I.R.S. Employer
    incorporation or organization)              Identification Number)
                               ------------------------

                    9205 SW GEMINI DRIVE, BEAVERTON, OREGON 97008
                                    (503) 626-9700
                  (Address, including zip code and telephone number,
          including area code, of registrant's principal executive offices)
                               ------------------------

                             ANALOGY, INC. 1996 EMPLOYEE
                                  STOCK PURCHASE PLAN
                               ------------------------

                                    GARY P. ARNOLD
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                    ANALOGY, INC.
                    9205 SW GEMINI DRIVE, BEAVERTON, OREGON 97008
                                    (503) 626-9700
               (Name, address, including zip code and telephone number,
                      including area code, of agent for service)
                               ------------------------
                                   with copies to:
                             MICHAEL W. SHACKELFORD, ESQ.
                       ATER WYNNE HEWITT DODSON & SKERRITT, LLP
                222 S.W. COLUMBIA, SUITE 1800, PORTLAND, OREGON 97201
                                    (503) 226-1191

                           CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------

Title of Securities to  Amount to be     Proposed Maximum Offering         Proposed Maximum            Amount of
    be Registered        Registered         Price per Share (1)      Aggregate Offering Price (1)   Registration Fee
- --------------------------------------------------------------------------------------------------------------------------
Common Stock, no
par value               300,000 shares          $ 5.1875                   $ 1,556,250                  $ 536.64

- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee based 
on the average of the high and low prices reported on the Nasdaq National 
Market on July 29, 1996.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PART II

                    INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

 The following documents are incorporated by reference into this Registration
Statement:

    (a)  Annual Report on Form 10-K of the Company for the fiscal year ended
March 31, 1996 filed with the Securities and Exchange Commission (the "SEC") on
June 28, 1996 pursuant to Sections 13(a) and 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act").

    (b)  Registration Statement on Form 8-A of the Company filed with the SEC
on February 12, 1996.

    (c)  All documents filed by the Company with the SEC pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and before the date of filing of a post-effective
amendment to this Registration Statement stating that all securities offered
have been sold or which deregisters all securities then remaining unsold.

ITEM 4.  DESCRIPTION OF SECURITIES

 Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

 Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

 As an Oregon corporation the Company is subject to the Oregon Business
Corporation Act ("OBCA") and the exculpation from liability and indemnification
provisions contained therein.  Pursuant to Section 60.047(2)(d) of the OBCA,
Article IV of the Company's Restated Articles of Incorporation (the "Articles")
eliminates the liability of the Company's directors to the Company or its
shareholders, except for any liability related to breach of the duty of loyalty,
actions not in good faith and certain other liabilities.  The Articles require
the Company to indemnify its  directors and officers to the fullest extent not
prohibited by law.

 Section 60.387, ET SEQ., of the OBCA allows corporations to indemnify their
directors and officers against liability where the

                                        - 2 -
director or officer has acted in good faith and with a reasonable belief that
actions taken were in the best interests of the corporation or at least not
adverse to the corporation's best interests and, if in a criminal proceeding,
the individual had no reasonable cause to believe the conduct in question was
unlawful.  Under the OBCA, corporations may not indemnify against liability in
connection with a claim by or in the right of the corporation in which the
director or officer was adjudged liable to the corporation, but may indemnify
against the reasonable expenses associated with such claims.  Corporations may
not indemnify against breaches of the duty of loyalty.  The OBCA mandates
indemnification against all reasonable expenses incurred in the successful
defense of any claim made or threatened whether or not such claim was by or in
the right of the corporation.  Finally, a court may order indemnification if it
determines that the director or officer is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances whether or not the
director or officer  met the good faith and reasonable belief standards of
conduct set out in the statute.

 The OBCA also provides that the statutory indemnification provisions are not
deemed exclusive of any other rights to which directors or officers may be
entitled under a corporation's articles of incorporation or bylaws, any
agreement, general or specific action of the board of directors, vote of
shareholders or otherwise.

 Effective as of March 15, 1996, the Company entered into indemnity agreements
with Gary P. Arnold, Dr. Martin Vlach, Paul Brandli, Robert L. Cattoi, John H.
Faehndrich, Neil E. Goldschmidt, Frank Roehr and Charles E. Sporck, each of whom
is a member of the Board of Directors (Messrs. Arnold and Vlach are also
officers of the Company).  Effective as of March 15, 1996, the Company also
entered into indemnity agreements with Terence A. Rixford, R. Douglas Johnson,
David W. Smith, Dr. Ian E. Getreu, Douglas L. Goodman, Marcy Edwards and Douglas
H. Lundin, each of whom is an officer of the Company.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

 Not applicable.

ITEM 8.  EXHIBITS

 Number            Description
 ------            -----------

  5.0    Opinion of Ater Wynne Hewitt Dodson & Skerritt, LLP as to the legality
         of the securities being registered

 23.1    Consent of Ater Wynne Hewitt Dodson & Skerritt, LLP (included in legal
         opinion filed as Exhibit 5.0)

                                        - 3 -
23.2    Consent of KPMG Peat Marwick LLP

 24.0    Powers of Attorney (included in signature page in Part II of the
         Registration Statement)

 99.0    Analogy, Inc. 1996 Employee Stock Purchase Plan

ITEM 9.  UNDERTAKINGS

    (a)  The undersigned registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement:

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

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

       (iii)  to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided,
however, that subparagraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those subparagraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

    (b)  The undersigned registrant hereby undertakes that, for the purpose of
determining 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.

    (c)  The undersigned registrant hereby undertakes 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.

    (d)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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

                                        - 4 -
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

    (e)  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 a director, officer or controlling person in
connection with 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.

                                        - 5 -
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 Beaverton, State of Oregon, on the 29th day of July,
1996.

                        ANALOGY, INC.

                      By:   /s/ Gary P. Arnold
                           --------------------------------
                           Gary P. Arnold
                           President and Chief Executive
                             Officer

                                  POWER OF ATTORNEY

 KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Gary P. Arnold and Terrence A. Rixford, and each of
them singly, as true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign the registration statement filed herewith and any
or all amendments to said registration statement (including post-effective
amendments), 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 foregoing, as fully to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

 Witness our hands on the date set forth below.

 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.

                            [SIGNATURES ON FOLLOWING PAGE]

                                        - 6 -
Signature                 Title                           Date
   ---------                 -----                           ----

 /s/ Gary P. Arnold
- -------------------------    Chairman of the Board,
Gary P. Arnold               President and Chief
                             Executive Officer
                             (Principal
                             Executive Officer)            07/29/96

 /s/ Terrence A. Rixford
- -------------------------    Vice President, Finance
Terrence A. Rixford          and Administration
                             (Principal Financial          07/29/96
                             and Accounting Officer)

- -------------------------    Director                      07/   /96
Paul Brandli

 /s/ Robert L. Cattoi
- -------------------------    Director                      07/19/96
Robert L. Cattoi

- -------------------------    Director                      07/   /96
John H. Faehndrich

 /s/ Neil E. Goldschmidt
- -------------------------    Director                      07/29/96
Neil E. Goldschmidt

 /s/ Frank Roehr
- -------------------------    Director                      07/29/96
Frank Roehr

 /s/ Charles E. Sporck
- -------------------------    Director                      07/14/96
Charles E. Sporck

 /s/ Martin Vlach
- -------------------------    Director                      07/13/96
Martin Vlach

                                        - 7 -
INDEX TO EXHIBITS

Exhibit                                                                   Page
Number           Exhibit                                                  No.
- -------          -------                                                  -----

 5.0     Opinion of Ater Wynne Hewitt Dodson & Skerritt, LLP as to
         the legality of the securities being registered

23.1     Consent of Ater Wynne Hewitt Dodson & Skerritt, LLP
         (included in legal opinion filed as Exhibit 5.0)

23.2     Consent of KPMG Peat Marwick LLP

24.0     Powers of Attorney (included in signature page in Part II of
         the Registration Statement)

99.0     Analogy, Inc. 1996 Employee Stock Purchase Plan

                                        - 8 -