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. 1999 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) 532-7000
--------------
(Telephone number, including area code, of agent for service)


<TABLE>
<CAPTION>
Calculation of Registration Fee
<S>                       <C>               <C>                     <C>                      <C>
                                                                        Proposed
                                                Proposed                maximum
Title of securities         Amount to       maximum offering        aggregate offering           Amount of
to be registered(1)       be registered     price per unit(2)            price(2)            registration fee
-------------------       -------------     -----------------       ------------------       ----------------
Common Stock                 200,000              $6.83                 $1,366,000               $379.75

<FN>
    (1) Pursuant  to  Rule 416(b) of the Securities Act of 1933, as amended (the
"Act"), this Registration Statement also covers 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 August 16, 1999.
</FN>
</TABLE>


<PAGE>


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 annual report on Form 10-K for the year ended December 31,
     1998, File No. 000-23459.

(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.

In addition,  all documents filed by the registrant or the Made2Manage  Systems,
Inc. 1999 Stock Option Plan (the "Plan") pursuant to Sections 13(a),  13(c), 14,
and 15(d) of the Exchange Act after  December 31, 1998,  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.


<PAGE>

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.


<PAGE>

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.


<PAGE>

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 August 19, 1999.

                                       MADE2MANAGE SYSTEMS, INC.



                                       By: /s/
                                           -------------------------------
                                           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:

                                        Capacity
Signature                            With Registrant                      Date
---------                            ---------------                      ----

/s/                        President, Chief Executive Officer and        8/19/99
----------------------     Director (Principal Executive Officer)
David B. Wortman




<PAGE>





/s/                        Vice President, Finance and                   8/19/99
----------------------     Administration, Chief Financial
Stephen R. Head            Officer, Secretary and Treasurer
                           (Principal Financial Officer and
                           Principal Accounting Officer)



/s/                        Chairman of the Board of Directors            8/19/99
----------------------
Ira Coron


/s/                        Director                                      8/19/99
----------------------
Michael P. Cullinane


/s/                        Director                                      8/19/99
----------------------
John M. Dillon


/s/                        Director                                      8/19/99
----------------------
Richard G. Halperin




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 August 19, 1999.

                                      MADE2MANAGE SYSTEMS, INC.
                                      1999 STOCK OPTION PLAN



                                      By:/s/
                                         --------------------------------
                                         Stephen R. Head, 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)

                                     Amended and Restated Code of By-Laws of Made2Manage Systems, Inc.
                         4.02        (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 bya 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 PricewaterhouseCoopers, LLP, 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": 17415}]
{"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": "333-85695", "film-number": "99697059"}, "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"}}
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. 1999 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) 532-7000
--------------
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
Proposed
                                                Proposed                maximum
Title of securities         Amount to       maximum offering        aggregate offering           Amount of
to be registered(1)       be registered     price per unit(2)            price(2)            registration fee
-------------------       -------------     -----------------       ------------------       ----------------
Common Stock                 200,000              $6.83                 $1,366,000               $379.75
(1) Pursuant  to  Rule 416(b) of the Securities Act of 1933, as amended (the
"Act"), this Registration Statement also covers 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 August 16, 1999.
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 annual report on Form 10-K for the year ended December 31,
     1998, File No. 000-23459.

(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.

In addition,  all documents filed by the registrant or the Made2Manage  Systems,
Inc. 1999 Stock Option Plan (the "Plan") pursuant to Sections 13(a),  13(c), 14,
and 15(d) of the Exchange Act after  December 31, 1998,  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 August 19, 1999.

                                       MADE2MANAGE SYSTEMS, INC.

                                       By: /s/
                                           -------------------------------
                                           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:

                                        Capacity
Signature                            With Registrant                      Date
---------                            ---------------                      ----

/s/                        President, Chief Executive Officer and        8/19/99
----------------------     Director (Principal Executive Officer)
David B. Wortman
/s/                        Vice President, Finance and                   8/19/99
----------------------     Administration, Chief Financial
Stephen R. Head            Officer, Secretary and Treasurer
                           (Principal Financial Officer and
                           Principal Accounting Officer)

/s/                        Chairman of the Board of Directors            8/19/99
----------------------
Ira Coron

/s/                        Director                                      8/19/99
----------------------
Michael P. Cullinane

/s/                        Director                                      8/19/99
----------------------
John M. Dillon

/s/                        Director                                      8/19/99
----------------------
Richard G. Halperin

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 August 19, 1999.

                                      MADE2MANAGE SYSTEMS, INC.
                                      1999 STOCK OPTION PLAN

                                      By:/s/
                                         --------------------------------
                                         Stephen R. Head, 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)

                                     Amended and Restated Code of By-Laws of Made2Manage Systems, Inc.
                         4.02        (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 bya 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 PricewaterhouseCoopers, LLP, 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