8

FORM  S-8

REGISTRATION  STATEMENT  UNDER  THE  SECURITIES  ACT  OF  1933
<TABLE>

<CAPTION>



<S>                                                            <C>
MADE2MANAGE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)

INDIANA . . . . . . . . . . . . . . . . . . . . . . . . . . .           35-1665080
 (State or other jurisdiction of. . . . . . . . . . . . . . .     (I.R.S. Employer
incorporation or organization). . . . . . . . . . . . . . . .  Identification No.)

9002 PURDUE ROAD, INDIANAPOLIS, INDIANA . . . . . . . . . . .                46268
(Address of Principal Executive Offices). . . . . . . . . . .           (Zip Code)

 MADE2MANAGE SYSTEMS, INC. STOCK OPTION PLAN
(Full title of the plan)

STEPHEN R. HEAD, MADE2MANAGE SYSTEMS, INC.
9002 PURDUE ROAD, INDIANAPOLIS, INDIANA 46268
(Name and address of agent for service)

(317) 875-9750
(Telephone number, including area code, of agent for service)
</TABLE>



<TABLE>

<CAPTION>

CALCULATION  OF  REGISTRATION  FEE


<S>                   <C>           <C>                <C>                  <C>
                                                       Proposed
                                    Proposed           maximum
Title of securities.  Amount to be  maximum offering   aggregate offering   Amount of
to be registered(1).  registered    price per unit(2)  price(2)             registration fee

Common Stock . . . .     1,583,094  $           7.375  $     11,675,318.25  $        3,444.22
<FN>


     (1)In  addition,  pursuant  to  Rule 416(c) under the Securities Act of 1933, as amended
(the  "Act")  this Registration Statement also covers an indeterminate amount of interests to
be  offered  or  sold  pursuant  to the employee benefit plan described herein.  Furthermore,
pursuant  to Rule 416(b) of the Act, there are being registered such additional shares as may
be  issuable  as a result of stock splits and stock dividends on, and similar capital changes
to,  the  registered  securities.

     (2)The  registration  fee has been calculated pursuant to Rule 457(c) and (h) based upon
the  average  of  the  high  and low prices for the shares of Common Stock as reported on the
National  Association  of  Securities Dealers Automatic Quotation System on January 23, 1998.
</TABLE>



     PART  II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.    INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The  following  information  heretofore  filed  with  the  Securities Exchange
Commission  ("Commission") pursuant to the Securities Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  is  incorporated  herein  by  reference:

(a)     The registrant's prospectus filed with the Commission pursuant to Rule
424(b)  under  the  Act  on  December  19,  1997,  Filed  No.  333-38177.

(b)          The description of the registrant's Common Stock and the Specimen
Certificate  for  shares  of  Common  Stock  contained  in  the  registrant's
Registration  Statement  on  Form  S-1,  dated  November  24,  1997,  File No.
333-38177.

(c)     All documents filed by the registrant or the Made2Manage Systems, Inc.
Stock  Option  Plan  (the  "Plan")  pursuant to Sections 13(a), 13(c), 14, and
15(d)  of  the  Exchange Act after the date of this Registration Statement and
prior  to  the filing of a post-effective amendment indicating that all of the
securities  offered hereby have been sold or deregistering all such securities
then  remaining unsold shall be deemed to be incorporated by reference in this
Registration  Statement  and  to  be  a part hereof from the date of filing of
those  documents.

ITEM  4.    DESCRIPTION  OF  SECURITIES.

Not  applicable.

ITEM  5.    INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Not  applicable.

ITEM  6.    INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

The  Indiana Business Corporation Law ("IBCL"), the provisions of which govern
the  Registrant,  empowers  an  Indiana  corporation  to indemnify present and
former  directors,  officers,  employees, or agents or any person who may have
served  at the request of the corporation as a director, officer, employee, or
agent  of  another corporation ("Eligible Persons") against liability incurred
in  any  proceeding, civil or criminal, in which the Eligible Person is made a
party  by  reason of being or having been in any such capacity, or arising out
of  his  status  as such, if the individual acted in good faith and reasonably
believed  that  (a)  the  individual  was  acting in the best interests of the
corporation,  or  (b)  if  the  challenged  action was taken other than in the
individual's  official  capacity  as an officer, director, employee, or agent,
the  individual's  conduct  was at least not opposed to the corporation's best
interests,  or  (c)  if  in  a  criminal proceeding, either the individual had
reasonable  cause  to believe his conduct was lawful or no reasonable cause to
believe  his  conduct  was  unlawful.

The  IBCL  further  empowers  a corporation to pay or reimburse the reasonable
expenses  incurred by an Eligible Person in connection with the defense of any
such  claim,  including  counsel  fees; and, unless limited by its Articles of
Incorporation,  the  corporation  is  required to indemnify an Eligible Person
against reasonable expenses if he is wholly successful in any such proceeding,
on  the  merits  or otherwise.  Under certain circumstances, a corporation may
pay  or  reimburse  an  Eligible Person for reasonable expenses prior to final
disposition  of  the matter.  Unless a corporation's articles of incorporation
otherwise provide, an Eligible Person may apply for indemnification to a court
which  may order indemnification upon a determination that the Eligible Person
is  entitled  to mandatory indemnification for reasonable expenses or that the
Eligible  Person  is fairly and reasonably entitled to indemnification in view
of  all  the  relevant  circumstances  without  regard  to whether his actions
satisfied  the  appropriate  standard  of  conduct.

Before  a  corporation  may indemnify any Eligible Person against liability or
reasonable  expenses  under the IBCL, a quorum consisting of directors who are
not  parties  to  the  proceeding  must  (1) determine that indemnification is
permissible  in the specific circumstances because the Eligible Person met the
requisite  standard of conduct, (2) authorize the corporation to indemnify the
Eligible  Person  and  (3)  if  appropriate,  evaluate  the  reasonableness of
expenses for which indemnification is sought.  If it is not possible to obtain
a  quorum  of  uninvolved  directors,  the  foregoing action may be taken by a
committee  of  two  or  more  directors who are not parties to the proceeding,
special  legal  counsel  selected  by the Board or such a committee, or by the
shareholders  of  the  corporation.

In  addition  to  the  foregoing,  the IBCL states that the indemnification it
provides  shall  not  be  deemed  exclusive of any other rights to which those
indemnified  may  be  entitled  under  any  provision  of  the  articles  of
incorporation or bylaws, resolution of the board of directors or shareholders,
or  any other authorization adopted after notice by a majority vote of all the
voting  shares then issued and outstanding.  The IBCL also empowers an Indiana
corporation  to  purchase  and  maintain  insurance  on behalf of any Eligible
Person  against  any  liability  asserted  against  or  incurred by him in any
capacity  as  such,  or  arising out of his status as such, whether or not the
corporation  would have had the power to indemnify him against such liability.

Reference  is  made  to  Article  8  of  the  Articles of Incorporation of the
registrant  concerning  indemnification  of directors, officers, employees and
agents.    Such  Article  indemnifies  the  directors, officers, employees and
agents  to  the  fullest  extent  permitted  by  the  IBCL.

ITEM  7.    EXEMPTION  FROM  REGISTRATION  CLAIMED.

Not  applicable.

ITEM  8.    EXHIBITS.

See  Index  to  Exhibits,  page  8.

ITEM  9.    UNDERTAKINGS.

The  undersigned  registrant  hereby  undertakes:

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

          (i)        To include any prospectus required by section 10(a)(3) of
the  Securities  Act  of  1933;
          (ii)        To reflect in the prospectus any facts or events arising
after  the  effective  date  of the registration statement (or the most recent
post-effective  amendment  thereof)  which,  individually or in the aggregate,
represent  a  fundamental  change  in  the  information  set  forth  in  the
registration  statement;
          (iii)        To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any  material  change  to  such  information  in  the  registration statement.

Provided,  however,  that paragraphs (1)(i) and (1)(ii) shall not apply if the
information  required  to  be  included in a post-effective amendment by those
paragraphs  is  contained  in  periodic reports filed with or furnished to the
Commission  by  the  registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

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

(4)       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 Exchange Act (and, where applicable, each filing
of  an  employee benefit plan's annual report pursuant to 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.

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

<PAGE>
SIGNATURES

Pursuant  to  the  requirements  of the Securities Act of 1933, the registrant
certifies  that  it has reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8 and has duly caused this Registration
Statement  to  be  signed  on  its  behalf  by the undersigned, thereunto duly
authorized,  in  the  City  of  Indianapolis, State of Indiana, on January 28,
1998.

MADE2MANAGE  SYSTEMS,  INC.


By:  /S/  David  B.  Wortman
David  B.  Wortman,  President  and  Chief  Executive  Officer



                               POWER OF ATTORNEY

Know all men by these presents, that each person whose signature appears below
constitutes and appoints Stephen R. Head and David B. Wortman, and each or any
of  them        (with  full  power  to  act alone), his or her true and lawful
attorneys-in-fact  and  agents  with  full  power  of  substitution  and
resubstitution, for him or her and in his or her name, place and stead, in any
and  all  capacities,  to  sign  any  and  all 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  those attorneys-in-fact and agents 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 those attorneys-in-fact and agents, or their substitutes,
may  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  date  indicated:
<TABLE>

<CAPTION>



<S>                      <C>                                      <C>
SIGNATURE . . . . . . .  CAPACITY                                 DATE
                         WITH REGISTRANT

/S/ David B. Wortman. .  President, Chief Executive Officer and   1-28-98
David B. Wortman. . . .  Director (Principal Executive Officer)

/S/ Stephen R. Head . .  Vice President, Finance and              1-28-98
Stephen R. Head . . . .  Administration, Chief Financial
                         Officer, Secretary and Treasurer
                         (Principal Financial Officer and
                         Principal Accounting Officer)

/S/ Ira Coron . . . . .  Chairman of the Board of Directors       1-28-98
Ira Coron

/S/ Gregory F. Ehlinger  Director                                 1-28-98
Gregory F. Ehlinger

/S/ Standish H. O'Grady  Director                                 1-28-98
Standish H. O'Grady
</TABLE>





Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the Plan
Administrator  has duly caused this Registration Statement to be signed on its
behalf  by  the  undersigned,  thereunto  duly  authorized  in  the  City  of
Indianapolis,  State  of  Indiana,  on  January  28,  1998.


MADE2MANAGE  SYSTEMS,  INC.
STOCK  OPTION  PLAN



By:          /S/        Stephen  R.  Head

Title:  Vice  President,  Finance  and  Administration


<PAGE>

MADE2MANAGE  SYSTEMS,  INC.
REGISTRATION  STATEMENT
ON
FORM  S-8

<TABLE>

<CAPTION>

INDEX  TO  EXHIBITS


<S>              <C>      <C>
EXHIBIT NUMBER
ASSIGNED IN
REGULATION S-K.  EXHIBIT
ITEM 601. . . .  NUMBER   DESCRIPTION OF EXHIBIT
(4) . . . . . .     4.01  AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
                          MADE2MANAGE SYSTEMS, INC. (INCORPORATED BY
                          REFERENCE TO EXHIBIT 3.1 TO REGISTRATION STATEMENT ON
                          FORM S-1, FILE NO. 333-38177)

                    4.02  AMENDED AND RESTATED CODE OF BY-LAWS OF
                          MADE2MANAGE SYSTEMS, INC. (INCORPORATED BY
                          REFERENCE TO EXHIBIT 3.2 TO REGISTRATION STATEMENT ON
                          FORM S-1, FILE NO. 333-38177)

                    4.03  SPECIMEN CERTIFICATE FOR COMMON SHARES
                          (INCORPORATED BY REFERENCE TO EXHIBIT 4.1 TO
                          REGISTRATION STATEMENT ON FORM S-1, FILE NO. 333-
                                                                          38177)

(5) . . . . . .     5.01  OPINION OF ICE MILLER DONADIO & RYAN

(15)                      NOT APPLICABLE

(23). . . . . .    23.01  CONSENT OF COOPERS & LYBRAND L.L.P., INDEPENDENT
                          PUBLIC ACCOUNTANTS
                   23.02  CONSENT OF ICE MILLER DONADIO & RYAN (PROVIDED IN
                          EXHIBIT 5.01)
(24)                      POWER OF ATTORNEY (SEE SIGNATURE PAGE)

(28)                      NOT APPLICABLE
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16479}]
{"company-data": {"conformed-name": "MADE2MANAGE SYSTEMS INC", "cik": "0001038271", "assigned-sic": "7372", "irs-number": "351665080", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45385", "film-number": "98518870"}, "business-address": {"street1": "9002 PURDUE RD STE 2000", "city": "INDIANAPOLIS", "state": "IN", "zip": "46268", "phone": "317-875-97"}, "mail-address": {"street1": "9002 PURDUE RD STE 200", "street2": "9002 PURDUE RD STE 200", "city": "INDIANAPOLIS", "state": "IN", "zip": "46268"}}
8

FORM  S-8

REGISTRATION  STATEMENT  UNDER  THE  SECURITIES  ACT  OF  1933
MADE2MANAGE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)

INDIANA . . . . . . . . . . . . . . . . . . . . . . . . . . .           35-1665080
 (State or other jurisdiction of. . . . . . . . . . . . . . .     (I.R.S. Employer
incorporation or organization). . . . . . . . . . . . . . . .  Identification No.)

9002 PURDUE ROAD, INDIANAPOLIS, INDIANA . . . . . . . . . . .                46268
(Address of Principal Executive Offices). . . . . . . . . . .           (Zip Code)

 MADE2MANAGE SYSTEMS, INC. STOCK OPTION PLAN
(Full title of the plan)

STEPHEN R. HEAD, MADE2MANAGE SYSTEMS, INC.
9002 PURDUE ROAD, INDIANAPOLIS, INDIANA 46268
(Name and address of agent for service)

(317) 875-9750
(Telephone number, including area code, of agent for service)
CALCULATION  OF  REGISTRATION  FEE
Proposed
                                    Proposed           maximum
Title of securities.  Amount to be  maximum offering   aggregate offering   Amount of
to be registered(1).  registered    price per unit(2)  price(2)             registration fee

Common Stock . . . .     1,583,094  $           7.375  $     11,675,318.25  $        3,444.22
(1)In  addition,  pursuant  to  Rule 416(c) under the Securities Act of 1933, as amended
(the  "Act")  this Registration Statement also covers an indeterminate amount of interests to
be  offered  or  sold  pursuant  to the employee benefit plan described herein.  Furthermore,
pursuant  to Rule 416(b) of the Act, there are being registered such additional shares as may
be  issuable  as a result of stock splits and stock dividends on, and similar capital changes
to,  the  registered  securities.

     (2)The  registration  fee has been calculated pursuant to Rule 457(c) and (h) based upon
the  average  of  the  high  and low prices for the shares of Common Stock as reported on the
National  Association  of  Securities Dealers Automatic Quotation System on January 23, 1998.
PART  II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.    INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The  following  information  heretofore  filed  with  the  Securities Exchange
Commission  ("Commission") pursuant to the Securities Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  is  incorporated  herein  by  reference:

(a)     The registrant's prospectus filed with the Commission pursuant to Rule
424(b)  under  the  Act  on  December  19,  1997,  Filed  No.  333-38177.

(b)          The description of the registrant's Common Stock and the Specimen
Certificate  for  shares  of  Common  Stock  contained  in  the  registrant's
Registration  Statement  on  Form  S-1,  dated  November  24,  1997,  File No.
333-38177.

(c)     All documents filed by the registrant or the Made2Manage Systems, Inc.
Stock  Option  Plan  (the  "Plan")  pursuant to Sections 13(a), 13(c), 14, and
15(d)  of  the  Exchange Act after the date of this Registration Statement and
prior  to  the filing of a post-effective amendment indicating that all of the
securities  offered hereby have been sold or deregistering all such securities
then  remaining unsold shall be deemed to be incorporated by reference in this
Registration  Statement  and  to  be  a part hereof from the date of filing of
those  documents.

ITEM  4.    DESCRIPTION  OF  SECURITIES.

Not  applicable.

ITEM  5.    INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Not  applicable.

ITEM  6.    INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

The  Indiana Business Corporation Law ("IBCL"), the provisions of which govern
the  Registrant,  empowers  an  Indiana  corporation  to indemnify present and
former  directors,  officers,  employees, or agents or any person who may have
served  at the request of the corporation as a director, officer, employee, or
agent  of  another corporation ("Eligible Persons") against liability incurred
in  any  proceeding, civil or criminal, in which the Eligible Person is made a
party  by  reason of being or having been in any such capacity, or arising out
of  his  status  as such, if the individual acted in good faith and reasonably
believed  that  (a)  the  individual  was  acting in the best interests of the
corporation,  or  (b)  if  the  challenged  action was taken other than in the
individual's  official  capacity  as an officer, director, employee, or agent,
the  individual's  conduct  was at least not opposed to the corporation's best
interests,  or  (c)  if  in  a  criminal proceeding, either the individual had
reasonable  cause  to believe his conduct was lawful or no reasonable cause to
believe  his  conduct  was  unlawful.

The  IBCL  further  empowers  a corporation to pay or reimburse the reasonable
expenses  incurred by an Eligible Person in connection with the defense of any
such  claim,  including  counsel  fees; and, unless limited by its Articles of
Incorporation,  the  corporation  is  required to indemnify an Eligible Person
against reasonable expenses if he is wholly successful in any such proceeding,
on  the  merits  or otherwise.  Under certain circumstances, a corporation may
pay  or  reimburse  an  Eligible Person for reasonable expenses prior to final
disposition  of  the matter.  Unless a corporation's articles of incorporation
otherwise provide, an Eligible Person may apply for indemnification to a court
which  may order indemnification upon a determination that the Eligible Person
is  entitled  to mandatory indemnification for reasonable expenses or that the
Eligible  Person  is fairly and reasonably entitled to indemnification in view
of  all  the  relevant  circumstances  without  regard  to whether his actions
satisfied  the  appropriate  standard  of  conduct.

Before  a  corporation  may indemnify any Eligible Person against liability or
reasonable  expenses  under the IBCL, a quorum consisting of directors who are
not  parties  to  the  proceeding  must  (1) determine that indemnification is
permissible  in the specific circumstances because the Eligible Person met the
requisite  standard of conduct, (2) authorize the corporation to indemnify the
Eligible  Person  and  (3)  if  appropriate,  evaluate  the  reasonableness of
expenses for which indemnification is sought.  If it is not possible to obtain
a  quorum  of  uninvolved  directors,  the  foregoing action may be taken by a
committee  of  two  or  more  directors who are not parties to the proceeding,
special  legal  counsel  selected  by the Board or such a committee, or by the
shareholders  of  the  corporation.

In  addition  to  the  foregoing,  the IBCL states that the indemnification it
provides  shall  not  be  deemed  exclusive of any other rights to which those
indemnified  may  be  entitled  under  any  provision  of  the  articles  of
incorporation or bylaws, resolution of the board of directors or shareholders,
or  any other authorization adopted after notice by a majority vote of all the
voting  shares then issued and outstanding.  The IBCL also empowers an Indiana
corporation  to  purchase  and  maintain  insurance  on behalf of any Eligible
Person  against  any  liability  asserted  against  or  incurred by him in any
capacity  as  such,  or  arising out of his status as such, whether or not the
corporation  would have had the power to indemnify him against such liability.

Reference  is  made  to  Article  8  of  the  Articles of Incorporation of the
registrant  concerning  indemnification  of directors, officers, employees and
agents.    Such  Article  indemnifies  the  directors, officers, employees and
agents  to  the  fullest  extent  permitted  by  the  IBCL.

ITEM  7.    EXEMPTION  FROM  REGISTRATION  CLAIMED.

Not  applicable.

ITEM  8.    EXHIBITS.

See  Index  to  Exhibits,  page  8.

ITEM  9.    UNDERTAKINGS.

The  undersigned  registrant  hereby  undertakes:

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

          (i)        To include any prospectus required by section 10(a)(3) of
the  Securities  Act  of  1933;
          (ii)        To reflect in the prospectus any facts or events arising
after  the  effective  date  of the registration statement (or the most recent
post-effective  amendment  thereof)  which,  individually or in the aggregate,
represent  a  fundamental  change  in  the  information  set  forth  in  the
registration  statement;
          (iii)        To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any  material  change  to  such  information  in  the  registration statement.

Provided,  however,  that paragraphs (1)(i) and (1)(ii) shall not apply if the
information  required  to  be  included in a post-effective amendment by those
paragraphs  is  contained  in  periodic reports filed with or furnished to the
Commission  by  the  registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

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

(4)       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 Exchange Act (and, where applicable, each filing
of  an  employee benefit plan's annual report pursuant to 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.

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

Pursuant  to  the  requirements  of the Securities Act of 1933, the registrant
certifies  that  it has reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8 and has duly caused this Registration
Statement  to  be  signed  on  its  behalf  by the undersigned, thereunto duly
authorized,  in  the  City  of  Indianapolis, State of Indiana, on January 28,
1998.

MADE2MANAGE  SYSTEMS,  INC.

By:  /S/  David  B.  Wortman
David  B.  Wortman,  President  and  Chief  Executive  Officer

                               POWER OF ATTORNEY

Know all men by these presents, that each person whose signature appears below
constitutes and appoints Stephen R. Head and David B. Wortman, and each or any
of  them        (with  full  power  to  act alone), his or her true and lawful
attorneys-in-fact  and  agents  with  full  power  of  substitution  and
resubstitution, for him or her and in his or her name, place and stead, in any
and  all  capacities,  to  sign  any  and  all 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  those attorneys-in-fact and agents 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 those attorneys-in-fact and agents, or their substitutes,
may  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  date  indicated:
SIGNATURE . . . . . . .  CAPACITY                                 DATE
                         WITH REGISTRANT

/S/ David B. Wortman. .  President, Chief Executive Officer and   1-28-98
David B. Wortman. . . .  Director (Principal Executive Officer)

/S/ Stephen R. Head . .  Vice President, Finance and              1-28-98
Stephen R. Head . . . .  Administration, Chief Financial
                         Officer, Secretary and Treasurer
                         (Principal Financial Officer and
                         Principal Accounting Officer)

/S/ Ira Coron . . . . .  Chairman of the Board of Directors       1-28-98
Ira Coron

/S/ Gregory F. Ehlinger  Director                                 1-28-98
Gregory F. Ehlinger

/S/ Standish H. O'Grady  Director                                 1-28-98
Standish H. O'Grady
Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the Plan
Administrator  has duly caused this Registration Statement to be signed on its
behalf  by  the  undersigned,  thereunto  duly  authorized  in  the  City  of
Indianapolis,  State  of  Indiana,  on  January  28,  1998.

MADE2MANAGE  SYSTEMS,  INC.
STOCK  OPTION  PLAN

By:          /S/        Stephen  R.  Head

Title:  Vice  President,  Finance  and  Administration
MADE2MANAGE  SYSTEMS,  INC.
REGISTRATION  STATEMENT
ON
FORM  S-8
INDEX  TO  EXHIBITS
EXHIBIT NUMBER
ASSIGNED IN
REGULATION S-K.  EXHIBIT
ITEM 601. . . .  NUMBER   DESCRIPTION OF EXHIBIT
(4) . . . . . .     4.01  AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
                          MADE2MANAGE SYSTEMS, INC. (INCORPORATED BY
                          REFERENCE TO EXHIBIT 3.1 TO REGISTRATION STATEMENT ON
                          FORM S-1, FILE NO. 333-38177)

                    4.02  AMENDED AND RESTATED CODE OF BY-LAWS OF
                          MADE2MANAGE SYSTEMS, INC. (INCORPORATED BY
                          REFERENCE TO EXHIBIT 3.2 TO REGISTRATION STATEMENT ON
                          FORM S-1, FILE NO. 333-38177)

                    4.03  SPECIMEN CERTIFICATE FOR COMMON SHARES
                          (INCORPORATED BY REFERENCE TO EXHIBIT 4.1 TO
                          REGISTRATION STATEMENT ON FORM S-1, FILE NO. 333-
                                                                          38177)

(5) . . . . . .     5.01  OPINION OF ICE MILLER DONADIO & RYAN

(15)                      NOT APPLICABLE

(23). . . . . .    23.01  CONSENT OF COOPERS & LYBRAND L.L.P., INDEPENDENT
                          PUBLIC ACCOUNTANTS
                   23.02  CONSENT OF ICE MILLER DONADIO & RYAN (PROVIDED IN
                          EXHIBIT 5.01)
(24)                      POWER OF ATTORNEY (SEE SIGNATURE PAGE)

(28)                      NOT APPLICABLE