<PAGE>

As filed with the Securities and Exchange Commission on September 20, 1996
                                                  Registration No. 333-
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                      TECHNOLOGY MODELING ASSOCIATES, INC.
             (Exact name of registrant as specified in its charter)

               CALIFORNIA                              94-2708698
     (State or other jurisdiction of                (I.R.S. employer
     incorporation or organization)                identification no.)

                             595 LAWRENCE EXPRESSWAY
                           SUNNYVALE, CALIFORNIA 94086
          (Address of principal executive offices, including zip code)

                             1989 STOCK OPTION PLAN
                             1995 STOCK OPTION PLAN
                           1996 EQUITY INCENTIVE PLAN
                        1996 DIRECTORS STOCK OPTION PLAN
                        1996 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plans)

                               BENNET L. WEINTRAUB
                             CHIEF FINANCIAL OFFICER
                             595 LAWRENCE EXPRESSWAY
                           SUNNYVALE, CALIFORNIA 94086
                                 (408) 328-0930
(Name, address and telephone number, including area code, of agent for service)

                                   COPIES TO:

                              Robert A. Freedman, Esq.
                              Trudy A. Golobic, Esq.
                              Fenwick & West LLP
                              Two Palo Alto Square
                              Palo Alto, California  94306

<TABLE>
<CAPTION>
                                                   CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                             PROPOSED
                                             AMOUNT                  PROPOSED                 MAXIMUM
                                              TO BE              MAXIMUM OFFERING            AGGREGATE              AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED       REGISTERED             PRICE PER SHARE         OFFERING PRICE        REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                   <C>                     <C>                    <C>
Common Stock, no par value. . . . . .       1,850,000(1)             $12.00(2)           $  22,200,000.00(2)       $  7,656(2)
Common Stock, no par value. . . . . .         924,750(3)              2.035(4)               1,882,274.05(4)            650(4)
                                            ---------                                    ----------------          --------
          Total . . . . . . . . . . .       2,774,750                                    $  24,082,274.05          $  8,306
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Shares available for grant and not yet subject to outstanding options as of
     September 19, 1996 under the 1996 Equity Incentive Plan (the "1996 PLAN")
     and the 1996 Directors Stock Option Plan (the "DIRECTORS PLAN") and
     available for issuance as of September 19, 1996 under the 1996 Employee
     Stock Purchase Plan (the "PURCHASE PLAN").

(2)  Estimated as of September 19, 1996 pursuant to Rule 457(c) under the
     Securities Act of 1933, as amended, solely for the purpose of calculating
     the registration fee.

(3)  Shares subject to options outstanding as of September 19, 1996 under the
     1989 Stock Option Plan (the "1989 PLAN") and the 1995 Stock Option Plan
     (the "1995 PLAN").

(4)  Weighted average per share exercise price for such outstanding options
     pursuant to Rule 457(h)(1) under the Securities Act.

<PAGE>

                      TECHNOLOGY MODELING ASSOCIATES, INC.
                       REGISTRATION STATEMENT ON FORM S-8
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

          (a)  The Registrant's Prospectus filed with the Commission on
               September 20, 1996 under the Securities Act of 1933, as amended
               (the "Securities Act") pursuant to Rule 424(b), which prospectus
               contains audited financial statements for the fiscal year ended
               December 31, 1995.

          (b)  The description of the Registrant's Common Stock contained in the
               Registrant's Registration Statement on Form 8-A filed on July 19,
               1996 with the Commission under Section 12(g) of the Securities
               Exchange Act of 1934, as amended (the "Exchange Act"), and
               declared effective by the Commission on September 19, 1996, and
               any amendment or report subsequently filed for the purpose of
               updating such description.

          All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference herein and to be a part hereof from the date
of the filing of such 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 Registrant's Articles of Incorporation include a provision that
eliminates to the fullest extent permitted by law the personal liability of its
directors to the Registrant and its shareholders for monetary damages for breach
of the directors' fiduciary duties.  This limitation has no effect on a
director's liability (i) for acts or omissions that involve intentional
misconduct or a knowing and culpable violation of law, (ii) for acts or
omissions that a director believes to be contrary to the best interests of the
Registrant or its shareholders or that involve the absence of good faith on the
part of the director, (iii) for any transaction from which a director derived an
improper personal benefit, (iv) for acts or omissions that show a reckless
disregard for the director's duty to the Registrant or its shareholders in
circumstances in which the director was aware, or should have been aware, in the
ordinary course of performing a director's duties, of a risk of a serious injury
to the Registrant or its shareholders, (v)  for acts or omissions that
constitute an unexcused pattern of inattention that amounts to an abdication of
the director's duty to the Registrant or its shareholders, (vi) under Section
310 of the California Corporations Code (the "California Code") (concerning
contracts or transactions between the Registrant and a director) or (vii) under
Section 316 of the California Code (concerning directors' liability for improper
dividends, loans and guarantees).  The provision does not extend to acts or
omissions of a director in his capacity as an officer.  Further, the provision
will not affect the availability of injunctions and other equitable remedies
available to the Registrant's shareholders for any violation of a director's
fiduciary duty to the Registrant or its shareholders.

     The Registrant's Articles of Incorporation further provide that the
Registrant will indemnify its directors and executive officers to the fullest
extent permitted under Section 317 of the California Code and include an
authorization for the Registrant to indemnify its agents (as defined in Section
317 of the California Code), through bylaw provisions, by agreement or
otherwise, to the fullest extent permitted by law.  Pursuant to these
provisions, the Registrant's Bylaws provide for indemnification of the
Registrant's directors and officers.  In addition, the Registrant, at its
discretion, may provide indemnification to persons whom the Registrant is not
obligated to indemnify.  The


<PAGE>

Registrant has entered into indemnity agreements with all directors and
executive officers, which provide the maximum indemnification permitted by law.
These agreements, together with the Registrant's Bylaws and Articles of
Incorporation, may require the Registrant, among other things, to indemnify
these directors and executive officers against certain liabilities that may
arise by reason of their status or service as directors and executive officers
(other than liabilities resulting from willful misconduct of a culpable nature),
to advance expenses to them as they are incurred, provided that they undertake
to repay the amount advanced if it is ultimately determined by a court that they
are not entitled to indemnification, and to obtain directors' and officers'
insurance if available on reasonable terms.  Section 317 of the California Code
and the Registrant's Bylaws make provision for the indemnification of officers,
directors and other corporate agents in terms sufficiently broad to indemnify
such persons, under certain circumstances for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act.  At
present, there is no pending litigation or proceeding involving a director,
officer or employee of the Company pursuant to which indemnification is sought,
nor is the Company aware of any threatened litigation that may result in claims
for indemnification.

     The Registrant currently maintains directors and officers liability
insurance and intends to increase the amount of coverage to a per claim and
annual aggregate coverage limit of $5,000,000.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS

            4.01     Registrant's Amended and Restated Articles of
                     Incorporation, (incorporated herein by reference to Exhibit
                     3.01 of Registrant's Registration Statement on Form SB-2,
                     File No. 333-5252-LA, initially filed on July 10, 1996, and
                     as subsequently amended through September 9, 1996 (the
                     "Form SB-2")).

            4.02     Registrant's Bylaws (incorporated herein by reference to
                     Exhibit 3.02 of the Form SB-2).

            4.03     Registrant's 1989 Stock Option Plan (incorporated herein by
                     reference to Exhibit 10.01 of the Form SB-2).

            4.04     Registrant's 1995 Stock Option Plan (incorporated herein by
                     reference to Exhibit 10.03 of the Form SB-2).

            4.05     Registrant's 1996 Equity Incentive Plan (incorporated
                     herein by reference to Exhibit 10.04 of the Form SB-2).

            4.06     Registrant's 1996 Directors Stock Option Plan (incorporated
                     herein by reference to Exhibit 10.05 of the Form SB-2).

            4.07     Registrant's 1996 Employee Stock Purchase Plan
                     (incorporated herein by reference to Exhibit 10.06 of the
                     Form SB-2).

            4.08     Form of Specimen Certificate for Registrant's Common Stock
                     (incorporated herein by reference to Exhibit 4.01 of the
                     Form SB-2).

            5.01     Opinion of Fenwick & West LLP.

           23.01     Consent of Fenwick & West LLP (included in Exhibit 5.01).

           23.02     Consent of Arthur Andersen LLP, independent accountants.

           24.01     Power of Attorney (see page II-5).

<PAGE>

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;

          (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; and

         (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) above do 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, 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.

          The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (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 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions discussed in Item 6 hereof, or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities 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 Sunnyvale, State of California, on the 19th day of
September, 1996.

                                   TECHNOLOGY MODELING ASSOCIATES

                                   By:   /s/ Bennet L. Weintraub
                                        -------------------------
                                        Bennet L. Weintraub
                                        Chief Financial Officer

<PAGE>


                                POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Roy E. Jewell and Bennet L. Weintraub,
and each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement on Form S-8, and to file the same with all
exhibits thereto and all 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 premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

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

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

PRINCIPAL EXECUTIVE OFFICER
 AND DIRECTOR:

/S/ Roy E. Jewell             President, Chief Executive      September 19, 1996
- -------------------------     Officer, Chairman of the
Roy E. Jewell                 Board of Directors


PRINCIPAL FINANCIAL OFFICER
 AND PRINCIPAL ACCOUNTING OFFICER:

/S/ Bennet L. Weintraub       Chief Financial Officer         September 19, 1996
- -------------------------
Bennet L. Weintraub


ADDITIONAL DIRECTORS:

/S/ Louis A. Delmonico        Director                        September 19, 1996
- -------------------------
Louis A. Delmonico

/S/ William E. Drobish        Director                        September 19, 1996
- -------------------------
William E. Drobish

/S/ Robert W. Dutton          Director                        September 19, 1996
- -------------------------
Robert W. Dutton

/S/ Yoshio Nishi              Director                        September 19, 1996
- -------------------------
Yoshio Nishi

/S/ Ronald A. Rohrer          Director                        September 19, 1996
- -------------------------
Ronald A. Rohrer
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19836}]
{"company-data": {"conformed-name": "TECHNOLOGY MODELING ASSOCIATES INC", "cik": "0001018728", "assigned-sic": "7372", "irs-number": "942708698", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-12389", "film-number": "96632732"}, "business-address": {"street1": "595 LAWRENCE EXPRESSWAY", "city": "SUNNYVALE", "state": "CA", "zip": "94086", "phone": "4083280930"}, "mail-address": {"street1": "595 LAWRENCE EXPRESSWAY", "city": "SUNNYVALE", "state": "CA", "zip": "94086"}}
As filed with the Securities and Exchange Commission on September 20, 1996
                                                  Registration No. 333-
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                      TECHNOLOGY MODELING ASSOCIATES, INC.
             (Exact name of registrant as specified in its charter)

               CALIFORNIA                              94-2708698
     (State or other jurisdiction of                (I.R.S. employer
     incorporation or organization)                identification no.)

                             595 LAWRENCE EXPRESSWAY
                           SUNNYVALE, CALIFORNIA 94086
          (Address of principal executive offices, including zip code)

                             1989 STOCK OPTION PLAN
                             1995 STOCK OPTION PLAN
                           1996 EQUITY INCENTIVE PLAN
                        1996 DIRECTORS STOCK OPTION PLAN
                        1996 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plans)

                               BENNET L. WEINTRAUB
                             CHIEF FINANCIAL OFFICER
                             595 LAWRENCE EXPRESSWAY
                           SUNNYVALE, CALIFORNIA 94086
                                 (408) 328-0930
(Name, address and telephone number, including area code, of agent for service)

                                   COPIES TO:

                              Robert A. Freedman, Esq.
                              Trudy A. Golobic, Esq.
                              Fenwick & West LLP
                              Two Palo Alto Square
                              Palo Alto, California  94306
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                             PROPOSED
                                             AMOUNT                  PROPOSED                 MAXIMUM
                                              TO BE              MAXIMUM OFFERING            AGGREGATE              AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED       REGISTERED             PRICE PER SHARE         OFFERING PRICE        REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value. . . . . .       1,850,000(1)             $12.00(2)           $  22,200,000.00(2)       $  7,656(2)
Common Stock, no par value. . . . . .         924,750(3)              2.035(4)               1,882,274.05(4)            650(4)
                                            ---------                                    ----------------          --------
          Total . . . . . . . . . . .       2,774,750                                    $  24,082,274.05          $  8,306
- ----------------------------------------------------------------------------------------------------------------------------------
(1)  Shares available for grant and not yet subject to outstanding options as of
     September 19, 1996 under the 1996 Equity Incentive Plan (the "1996 PLAN")
     and the 1996 Directors Stock Option Plan (the "DIRECTORS PLAN") and
     available for issuance as of September 19, 1996 under the 1996 Employee
     Stock Purchase Plan (the "PURCHASE PLAN").

(2)  Estimated as of September 19, 1996 pursuant to Rule 457(c) under the
     Securities Act of 1933, as amended, solely for the purpose of calculating
     the registration fee.

(3)  Shares subject to options outstanding as of September 19, 1996 under the
     1989 Stock Option Plan (the "1989 PLAN") and the 1995 Stock Option Plan
     (the "1995 PLAN").

(4)  Weighted average per share exercise price for such outstanding options
     pursuant to Rule 457(h)(1) under the Securities Act.
TECHNOLOGY MODELING ASSOCIATES, INC.
                       REGISTRATION STATEMENT ON FORM S-8
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

          (a)  The Registrant's Prospectus filed with the Commission on
               September 20, 1996 under the Securities Act of 1933, as amended
               (the "Securities Act") pursuant to Rule 424(b), which prospectus
               contains audited financial statements for the fiscal year ended
               December 31, 1995.

          (b)  The description of the Registrant's Common Stock contained in the
               Registrant's Registration Statement on Form 8-A filed on July 19,
               1996 with the Commission under Section 12(g) of the Securities
               Exchange Act of 1934, as amended (the "Exchange Act"), and
               declared effective by the Commission on September 19, 1996, and
               any amendment or report subsequently filed for the purpose of
               updating such description.

          All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference herein and to be a part hereof from the date
of the filing of such 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 Registrant's Articles of Incorporation include a provision that
eliminates to the fullest extent permitted by law the personal liability of its
directors to the Registrant and its shareholders for monetary damages for breach
of the directors' fiduciary duties.  This limitation has no effect on a
director's liability (i) for acts or omissions that involve intentional
misconduct or a knowing and culpable violation of law, (ii) for acts or
omissions that a director believes to be contrary to the best interests of the
Registrant or its shareholders or that involve the absence of good faith on the
part of the director, (iii) for any transaction from which a director derived an
improper personal benefit, (iv) for acts or omissions that show a reckless
disregard for the director's duty to the Registrant or its shareholders in
circumstances in which the director was aware, or should have been aware, in the
ordinary course of performing a director's duties, of a risk of a serious injury
to the Registrant or its shareholders, (v)  for acts or omissions that
constitute an unexcused pattern of inattention that amounts to an abdication of
the director's duty to the Registrant or its shareholders, (vi) under Section
310 of the California Corporations Code (the "California Code") (concerning
contracts or transactions between the Registrant and a director) or (vii) under
Section 316 of the California Code (concerning directors' liability for improper
dividends, loans and guarantees).  The provision does not extend to acts or
omissions of a director in his capacity as an officer.  Further, the provision
will not affect the availability of injunctions and other equitable remedies
available to the Registrant's shareholders for any violation of a director's
fiduciary duty to the Registrant or its shareholders.

     The Registrant's Articles of Incorporation further provide that the
Registrant will indemnify its directors and executive officers to the fullest
extent permitted under Section 317 of the California Code and include an
authorization for the Registrant to indemnify its agents (as defined in Section
317 of the California Code), through bylaw provisions, by agreement or
otherwise, to the fullest extent permitted by law.  Pursuant to these
provisions, the Registrant's Bylaws provide for indemnification of the
Registrant's directors and officers.  In addition, the Registrant, at its
discretion, may provide indemnification to persons whom the Registrant is not
obligated to indemnify.  The
Registrant has entered into indemnity agreements with all directors and
executive officers, which provide the maximum indemnification permitted by law.
These agreements, together with the Registrant's Bylaws and Articles of
Incorporation, may require the Registrant, among other things, to indemnify
these directors and executive officers against certain liabilities that may
arise by reason of their status or service as directors and executive officers
(other than liabilities resulting from willful misconduct of a culpable nature),
to advance expenses to them as they are incurred, provided that they undertake
to repay the amount advanced if it is ultimately determined by a court that they
are not entitled to indemnification, and to obtain directors' and officers'
insurance if available on reasonable terms.  Section 317 of the California Code
and the Registrant's Bylaws make provision for the indemnification of officers,
directors and other corporate agents in terms sufficiently broad to indemnify
such persons, under certain circumstances for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act.  At
present, there is no pending litigation or proceeding involving a director,
officer or employee of the Company pursuant to which indemnification is sought,
nor is the Company aware of any threatened litigation that may result in claims
for indemnification.

     The Registrant currently maintains directors and officers liability
insurance and intends to increase the amount of coverage to a per claim and
annual aggregate coverage limit of $5,000,000.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS

            4.01     Registrant's Amended and Restated Articles of
                     Incorporation, (incorporated herein by reference to Exhibit
                     3.01 of Registrant's Registration Statement on Form SB-2,
                     File No. 333-5252-LA, initially filed on July 10, 1996, and
                     as subsequently amended through September 9, 1996 (the
                     "Form SB-2")).

            4.02     Registrant's Bylaws (incorporated herein by reference to
                     Exhibit 3.02 of the Form SB-2).

            4.03     Registrant's 1989 Stock Option Plan (incorporated herein by
                     reference to Exhibit 10.01 of the Form SB-2).

            4.04     Registrant's 1995 Stock Option Plan (incorporated herein by
                     reference to Exhibit 10.03 of the Form SB-2).

            4.05     Registrant's 1996 Equity Incentive Plan (incorporated
                     herein by reference to Exhibit 10.04 of the Form SB-2).

            4.06     Registrant's 1996 Directors Stock Option Plan (incorporated
                     herein by reference to Exhibit 10.05 of the Form SB-2).

            4.07     Registrant's 1996 Employee Stock Purchase Plan
                     (incorporated herein by reference to Exhibit 10.06 of the
                     Form SB-2).

            4.08     Form of Specimen Certificate for Registrant's Common Stock
                     (incorporated herein by reference to Exhibit 4.01 of the
                     Form SB-2).

            5.01     Opinion of Fenwick & West LLP.

           23.01     Consent of Fenwick & West LLP (included in Exhibit 5.01).

           23.02     Consent of Arthur Andersen LLP, independent accountants.

           24.01     Power of Attorney (see page II-5).
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;

          (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; and

         (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) above do 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, 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.

          The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (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 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions discussed in Item 6 hereof, or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities 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 Sunnyvale, State of California, on the 19th day of
September, 1996.

                                   TECHNOLOGY MODELING ASSOCIATES

                                   By:   /s/ Bennet L. Weintraub
                                        -------------------------
                                        Bennet L. Weintraub
                                        Chief Financial Officer
POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Roy E. Jewell and Bennet L. Weintraub,
and each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement on Form S-8, and to file the same with all
exhibits thereto and all 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 premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

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

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

PRINCIPAL EXECUTIVE OFFICER
 AND DIRECTOR:

/S/ Roy E. Jewell             President, Chief Executive      September 19, 1996
- -------------------------     Officer, Chairman of the
Roy E. Jewell                 Board of Directors

PRINCIPAL FINANCIAL OFFICER
 AND PRINCIPAL ACCOUNTING OFFICER:

/S/ Bennet L. Weintraub       Chief Financial Officer         September 19, 1996
- -------------------------
Bennet L. Weintraub

ADDITIONAL DIRECTORS:

/S/ Louis A. Delmonico        Director                        September 19, 1996
- -------------------------
Louis A. Delmonico

/S/ William E. Drobish        Director                        September 19, 1996
- -------------------------
William E. Drobish

/S/ Robert W. Dutton          Director                        September 19, 1996
- -------------------------
Robert W. Dutton

/S/ Yoshio Nishi              Director                        September 19, 1996
- -------------------------
Yoshio Nishi

/S/ Ronald A. Rohrer          Director                        September 19, 1996
- -------------------------
Ronald A. Rohrer