<PAGE>

     As filed with the Securities and Exchange Commission on December 23, 1999
                                                           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 Its Charter)

         OREGON                                                93-0892014
(State or Other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                            Identification Number)


                 9205 S.W. GEMINI DRIVE, BEAVERTON, OREGON 97008
          (Address, including zip code, of Principal Executive Offices)


                 ANALOGY, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)


                                 GARY P. ARNOLD
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                  ANALOGY, INC.
                 9205 S.W. GEMINI DRIVE, BEAVERTON, OREGON 97008
                                 (503) 626-9700
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)


                                 with copies to:
                             STEPHEN M. GOING, ESQ.
                                 ATER WYNNE LLP
              222 S.W. COLUMBIA, SUITE 1800, PORTLAND, OREGON 97201
                                 (503) 226-1191

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

    Title of Securities to be        Amount to be          Proposed Maximum             Proposed Maximum            Amount of
           Registered                 Registered     Offering Price per Share (1)   Aggregate Offering Price    Registration Fee
---------------------------------  ----------------- ----------------------------- --------------------------- -------------------
<S>                                <C>               <C>                           <C>                         <C>
Common Stock, no par value           75,000 shares              $2.125                      $159,375                 $42.08

</TABLE>

(1)      Estimated solely for the purpose of calculating the registration fee.
         Pursuant to Rule 457(h)(1), the Proposed Maximum
         Offering Price amounts are based on the average of the high and low
         sale prices of the Registrant's Common Stock as reported on the Nasdaq
         National Market System on December 20, 1999.
--------------------------------------------------------------------------------


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         This registration statement is filed in accordance with the provisions
of General Instruction E to Form S-8 for the purpose of registering additional
shares of Common Stock for offer and sale under the Analogy, Inc. 1996 Employee
Stock Purchase Plan, for which a registration statement on Form S-8 (File No.
333-09351) is already effective. Except to the extent that exhibits are filed
herewith, the contents of Analogy, Inc.'s registration statement on Form S-8
(File No. 333-09351) are hereby incorporated by reference.


ITEM 8.  EXHIBITS


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

          5.0              Opinion of Ater Wynne LLP as to the legality of the
                           securities being registered

         23.1              Consent of Ater Wynne LLP (included in legal opinion
                           filed as Exhibit 5.0)

         23.2              Consent of KPMG 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,
                           (incorporated by reference to the Company's
                           Registration Statement on Form S-8
                           (File No. 333-09351)

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


                                      II-1

<PAGE>

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 with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.

         (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 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.


                                      II-2
<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 this 20th day of
December, 1999.


                                            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 Martin Vlach 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]


                                       II-3
<PAGE>


<TABLE>
<CAPTION>

     SIGNATURE                                   TITLE                                          DATE
     ---------                                   -----                                          ----

<S>                                <C>                                                        <C>

/s/ Gary P. Arnold                  Chairman of the Board, President
------------------                  and Chief Executive Officer
Gary P. Arnold                      (Principal Executive Officer)
                                    (Principal Financial Officer)                               11/20/99



/S/ ROBERT L. CATTOI                Director                                                    11/20/99
--------------------
Robert L. Cattoi


/S/ JOHN H. FAEHNDRICH              Director                                                    11/20/99
----------------------
John H. Faehndrich


                                    Director                                                    11/__/99
----------------------
Neil E. Goldschmidt


/S/ FRANK ROEHR                     Director                                                    11/20/99
---------------
Frank Roehr


/S/ CHARLES E. SPORK                Director                                                    11/20/99
--------------------
Charles E. Spork


/S/ MARTIN VLACH                    Director                                                    11/20/99
----------------
Martin Vlach

</TABLE>

                                      II-4

<PAGE>



                                                   INDEX TO EXHIBITS

<TABLE>
<CAPTION>

         EXHIBIT                                                                                            PAGE
         NUMBER            EXHIBIT                                                                          NO.
         -------           -------                                                                          ----
         <S>               <C>                                                                              <C>
          5.0              Opinion of Ater Wynne LLP as to the legality of the
                           securities being registered

         23.1              Consent of Ater Wynne LLP (included in legal opinion
                           filed as Exhibit 5.0)

         23.2              Consent of KPMG 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,
                           (incorporated by reference to the Company's Registration
                           Statement on Form S-8 (File No. 333-09351)

</TABLE>

                                      II-5
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 13189}]
{"company-data": {"conformed-name": "ANALOGY INC", "cik": "0000893573", "assigned-sic": "7372", "irs-number": "930892014", "state-of-incorporation": "OR", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-93605", "film-number": "99780397"}, "business-address": {"street1": "9205 SW GEMINI DR", "city": "BEAVERTON", "state": "OR", "zip": "97008", "phone": "5036269700"}, "mail-address": {"street1": "9205 SWGEMIN DRIVE", "city": "BEAUERTON", "state": "OR", "zip": "97008"}}
As filed with the Securities and Exchange Commission on December 23, 1999
                                                           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 Its Charter)

         OREGON                                                93-0892014
(State or Other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                            Identification Number)

                 9205 S.W. GEMINI DRIVE, BEAVERTON, OREGON 97008
          (Address, including zip code, of Principal Executive Offices)

                 ANALOGY, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                                 GARY P. ARNOLD
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                  ANALOGY, INC.
                 9205 S.W. GEMINI DRIVE, BEAVERTON, OREGON 97008
                                 (503) 626-9700
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                 with copies to:
                             STEPHEN M. GOING, ESQ.
                                 ATER WYNNE LLP
              222 S.W. COLUMBIA, SUITE 1800, PORTLAND, OREGON 97201
                                 (503) 226-1191

                         CALCULATION OF REGISTRATION FEE
Title of Securities to be        Amount to be          Proposed Maximum             Proposed Maximum            Amount of
           Registered                 Registered     Offering Price per Share (1)   Aggregate Offering Price    Registration Fee
---------------------------------  ----------------- ----------------------------- --------------------------- -------------------
Common Stock, no par value           75,000 shares              $2.125                      $159,375                 $42.08
(1)      Estimated solely for the purpose of calculating the registration fee.
         Pursuant to Rule 457(h)(1), the Proposed Maximum
         Offering Price amounts are based on the average of the high and low
         sale prices of the Registrant's Common Stock as reported on the Nasdaq
         National Market System on December 20, 1999.
--------------------------------------------------------------------------------
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         This registration statement is filed in accordance with the provisions
of General Instruction E to Form S-8 for the purpose of registering additional
shares of Common Stock for offer and sale under the Analogy, Inc. 1996 Employee
Stock Purchase Plan, for which a registration statement on Form S-8 (File No.
333-09351) is already effective. Except to the extent that exhibits are filed
herewith, the contents of Analogy, Inc.'s registration statement on Form S-8
(File No. 333-09351) are hereby incorporated by reference.

ITEM 8.  EXHIBITS

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

          5.0              Opinion of Ater Wynne LLP as to the legality of the
                           securities being registered

         23.1              Consent of Ater Wynne LLP (included in legal opinion
                           filed as Exhibit 5.0)

         23.2              Consent of KPMG 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,
                           (incorporated by reference to the Company's
                           Registration Statement on Form S-8
                           (File No. 333-09351)

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

                                      II-1
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 with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.

         (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 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.

                                      II-2
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 this 20th day of
December, 1999.

                                            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 Martin Vlach 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]

                                       II-3
SIGNATURE                                   TITLE                                          DATE
     ---------                                   -----                                          ----
/s/ Gary P. Arnold                  Chairman of the Board, President
------------------                  and Chief Executive Officer
Gary P. Arnold                      (Principal Executive Officer)
                                    (Principal Financial Officer)                               11/20/99

/S/ ROBERT L. CATTOI                Director                                                    11/20/99
--------------------
Robert L. Cattoi

/S/ JOHN H. FAEHNDRICH              Director                                                    11/20/99
----------------------
John H. Faehndrich

                                    Director                                                    11/__/99
----------------------
Neil E. Goldschmidt

/S/ FRANK ROEHR                     Director                                                    11/20/99
---------------
Frank Roehr

/S/ CHARLES E. SPORK                Director                                                    11/20/99
--------------------
Charles E. Spork

/S/ MARTIN VLACH                    Director                                                    11/20/99
----------------
Martin Vlach
II-4
INDEX TO EXHIBITS
EXHIBIT                                                                                            PAGE
         NUMBER            EXHIBIT                                                                          NO.
         -------           -------                                                                          ----
5.0              Opinion of Ater Wynne LLP as to the legality of the
                           securities being registered

         23.1              Consent of Ater Wynne LLP (included in legal opinion
                           filed as Exhibit 5.0)

         23.2              Consent of KPMG 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,
                           (incorporated by reference to the Company's Registration
                           Statement on Form S-8 (File No. 333-09351)
II-5