<PAGE>
                                  
        As filed with the Securities and Exchange Commission
                          on July 26, 1996
                                          Registration No. _________

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

                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D. C. 20549

                              FORM S-8

                    REGISTRATION STATEMENT UNDER
                     THE SECURITIES ACT OF 1933

                       VIEWLOGIC SYSTEMS, INC.
         (Exact name of issuer as specified in its charter)

                    DELAWARE                                  04-2830649
            (State or other jurisdiction of               (I.R.S. Employer
             incorporation or organization)             Identification Number)

      293 BOSTON POST ROAD WEST, MARLBORO, MASSACHUSETTS          01752
           (Address of Principal Executive Offices)            (Zip Code)

              1996 OUTSIDE DIRECTORS' STOCK OPTION PLAN
                      (Full title of the Plan)

                     PETER T. JOHNSON, SECRETARY
                       VIEWLOGIC SYSTEMS, INC.
                      293 BOSTON POST ROAD WEST
                    MARLBORO, MASSACHUSETTS  01752
               (Name and address of agent for service)

                           (508) 480-0881
    (Telephone number, including area code, of agent for service)

================================================================================

                   CALCULATION OF REGISTRATION FEE

  Title of                          Proposed          Proposed      Amount of
Securities to    Amount to     Maximum Offering  Maximum Aggregate  Registration
be Registered  be Registered   Price Per Share    Offering Price       Fee
- --------------------------------------------------------------------------------

Common Stock,     400,000       $12.07(1)          $4,828,000(1)    $1,665.00
$.01 par value    shares
_______________________________________________________________________________
(1)   Estimated solely for the purpose of calculating the
      registration
      fee, and based upon the average of the high and low prices of
      the Common Stock on the NASDAQ National Market System on July
      24, 1996 in accordance with Rules 457(c) and 457(h) of the
      Securities Act of 1933.
                             

                             PAGE 1 OF 10 PAGES

<PAGE>

PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

            The information required by Part I is included in
documents sent or given to participants in the 1996 Outside
Directors' Stock Option Plan of Viewlogic Systems, Inc. (the
"Registrant") pursuant to Rule 428(b)(1) of the Securities Act of
1933, as amended (the "Securities Act").

                                  
PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      Item 3.  Incorporation of Certain Documents by Reference
               -----------------------------------------------

            The following documents, which are filed with the
Securities and Exchange Commission (the "Commission") are
incorporated in this Registration Statement by reference:

            (1)   The Registrant's latest annual report filed
      pursuant to Sections 13(a) or 15(d) of the Securities Exchange
      Act of 1934, as amended (the "Exchange Act"), or the latest
      prospectus filed pursuant to Rule 424(b), or otherwise, under
      the Securities Act that contains audited financial statements
      for the registrant's latest fiscal year for which such
      statements have been filed.
      
            (2)   All other reports filed pursuant to Sections 13(a)
      or 15(d) of the Exchange Act since the end of the fiscal year
      covered by the document referred to in (1) above.
      
            (3)   The description of the common stock of the
      Registrant, $.01 par value per share (the "Common Stock"),
      contained in a Registration Statement filed under the Exchange
      Act, including any amendment or report 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 shares of common stock offered hereby have been sold or
which deregisters all shares of common stock then remaining unsold,
shall be deemed to be incorporated by reference herein and to be part
hereof from the date of the filing of such documents.

      Item 4.  Description of Securities
               -------------------------
            Not applicable.

                                   2                              

<PAGE>

      Item 5.  Interests of Named Experts and Counsel
               --------------------------------------

            Not applicable.

      Item 6.  Indemnification
               ---------------

            ARTICLE NINTH of the Company's Restated Certificate
            of Incorporation, as amended (the "Certificate"), sets
            forth the extent to which officers and directors of the
            Company may be indemnified against any liabilities which
            they may incur in their capacities as directors or
            officers of the Company.  The Certificate provides that
            the Company shall, to the fullest extent permitted by
            Section 145 of the General Corporation Law of the State
            of Delaware, indemnify any director or officer against
            any expenses, liabilities or other matters referred to in
            or covered by that Section.  The indemnification is not
            exclusive of any other rights to which the officers or
            directors may be entitled under any by-law, agreement or
            vote of stockholders or disinterested directors or
            otherwise, continues after such person has ceased to be a
            director or officer and inures to the benefit of such
            person's heirs, executors and administrators.  The
            indemnification provided by the Certificate specifically
            includes indemnification of all officers and directors
            who are deemed fiduciaries under any employee benefit
            plan and any action taken or omitted by such officer or
            director with respect to an employee benefit plan
            reasonably believed by such person to be in the interest
            of the participants and beneficiaries of the plan shall
            be deemed to be for a purpose which is not opposed to the
            best interests of the Company.
            
            The Company has a directors and officers liability policy
            that insures the Company's officers and directors against
            certain liabilities.
            
      Item 7.  Exemption from Registration Claimed
               -----------------------------------

            Not applicable.

      Item 8.  Exhibits
               --------

            The Exhibit Index immediately preceding the exhibits is
      incorporated herein by reference.

                                    3

<PAGE>

      Item 9.  Undertakings
               ------------

            1.    The Registrant hereby undertakes:

                  (a)   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;
      
                     (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 (i) and (ii) do not
      apply if the Registration Statement is on Form S-3 or Form S-8,
      and the information required to be included in a post-effective
      amendment by those paragraphs is contained in periodic reports
      filed by the Registrant pursuant to Section 13 or Section 15(d)
      of the Exchange Act that are incorporated by reference in the
      Registration Statement.
      
                  (b)   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.
      
                  (c)   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.
      
      2.  The 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 in the
initial bona fide offering thereof.

                                  4

<PAGE>

      3.  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 Securities and Exchange 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 securi
ties 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.

                              5

<PAGE>

                             SIGNATURES

      Pursuant to the requirements of the Securities Act, 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 Marlboro,
Commonwealth of Massachusetts on the 26th
day of July, 1996.


                                          VIEWLOGIC SYSTEMS, INC.



                                      By:/s/ Alain J. Hanover
                                             ------------------------
                                             Alain J. Hanover
                                             Chairman of the Board of
                                             Directors and
                                             Chief Executive Officer




                          POWER OF ATTORNEY

      We, the undersigned officers and directors of Viewlogic
Systems, Inc. hereby severally constitute Alain J. Hanover, Ronald R.
Benanto and Peter T. Johnson, and each of them singly, our true and
lawful attorneys with full power to them, and each of them singly, to
sign for us and in our names in the capacities indicated below, the
Registration Statement on Form S-8 filed herewith and any and all
subsequent amendments to said Registration Statement, and generally
to do all such things in our names and behalf in our capacities as
officers and directors to enable Viewlogic Systems, Inc. to comply
with all requirements of the Securities and Exchange Commission,
hereby ratifying and confirming our signatures as they may be signed
by said attorneys, or any of them, to said Registration Statement and
any and all amendments thereto.

                                 6

<PAGE>

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

Signature                      Title
- ---------                      ------

/s/ Alain J. Hanover           Chief Executive Officer   )
Alain J. Hanover               and Chairman of the Board )
                               (principal executive      ) 
                                officer)                 )  
                                                         )
                                                         )
/s/ Ronald R. Benanto          Senior Vice President of  )
Ronald R. Benanto              Finance, Chief Financial  )
                               Officer and Treasurer     )
                               (principal financial and  )
                               accounting officer)       )
                                                         )
                                                         )
/s/ William J. Herman          President and Director    )
William J. Herman                                        )
                                                         )
                                                         )
                               Director                  )July 26, 1996
Stanley F. Alfeld                                        )
                                                         )
                                                         )
/s/ Gregory T. George          Director                  )
Gregory T. George                                        )
                                                         )
                                                         )
/s/ Gordon Hoffman             Director                  )
Gordon Hoffman                                           )
                                                         )
                                                         )
/s/ Larry E. Reeder            Director                  )
Larry E. Reeder                                          )
                                                         )
                                                         )
/s/ Gregory A. White           Director                  )
Gregory A. White                                         )
                                                         )
                                                         )
/s/ Allyn C. Woodward, Jr.     Director                  )
Allyn C. Woodward, Jr.                                   )

                               7

<PAGE>
                            EXHIBIT INDEX

Exhibit
Number       Description                                         Page
- --------     ------------                                        -----

   5         Opinion of Hale and Dorr                            9
  23.1       Consent of Hale and Dorr (included in Exhibit 5)    9
  23.2       Consent of Deloitte & Touche LLP (Boston)           10
  25         Power of Attorney (see page 6 of this               6
               Registration Statement)
             

                               8
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16219}]
{"company-data": {"conformed-name": "VIEWLOGIC SYSTEMS INC /DE/", "cik": "0000880594", "assigned-sic": "7372", "irs-number": "042830649", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-08965", "film-number": "96599659"}, "business-address": {"street1": "293 BOSTON POST RD WEST", "city": "MARLBORO", "state": "MA", "zip": "01752", "phone": "5084800881"}}
As filed with the Securities and Exchange Commission
                          on July 26, 1996
                                          Registration No. _________

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

                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D. C. 20549

                              FORM S-8

                    REGISTRATION STATEMENT UNDER
                     THE SECURITIES ACT OF 1933

                       VIEWLOGIC SYSTEMS, INC.
         (Exact name of issuer as specified in its charter)

                    DELAWARE                                  04-2830649
            (State or other jurisdiction of               (I.R.S. Employer
             incorporation or organization)             Identification Number)

      293 BOSTON POST ROAD WEST, MARLBORO, MASSACHUSETTS          01752
           (Address of Principal Executive Offices)            (Zip Code)

              1996 OUTSIDE DIRECTORS' STOCK OPTION PLAN
                      (Full title of the Plan)

                     PETER T. JOHNSON, SECRETARY
                       VIEWLOGIC SYSTEMS, INC.
                      293 BOSTON POST ROAD WEST
                    MARLBORO, MASSACHUSETTS  01752
               (Name and address of agent for service)

                           (508) 480-0881
    (Telephone number, including area code, of agent for service)

================================================================================

                   CALCULATION OF REGISTRATION FEE

  Title of                          Proposed          Proposed      Amount of
Securities to    Amount to     Maximum Offering  Maximum Aggregate  Registration
be Registered  be Registered   Price Per Share    Offering Price       Fee
- --------------------------------------------------------------------------------

Common Stock,     400,000       $12.07(1)          $4,828,000(1)    $1,665.00
$.01 par value    shares
_______________________________________________________________________________
(1)   Estimated solely for the purpose of calculating the
      registration
      fee, and based upon the average of the high and low prices of
      the Common Stock on the NASDAQ National Market System on July
      24, 1996 in accordance with Rules 457(c) and 457(h) of the
      Securities Act of 1933.
                             

                             PAGE 1 OF 10 PAGES
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

            The information required by Part I is included in
documents sent or given to participants in the 1996 Outside
Directors' Stock Option Plan of Viewlogic Systems, Inc. (the
"Registrant") pursuant to Rule 428(b)(1) of the Securities Act of
1933, as amended (the "Securities Act").

                                  
PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      Item 3.  Incorporation of Certain Documents by Reference
               -----------------------------------------------

            The following documents, which are filed with the
Securities and Exchange Commission (the "Commission") are
incorporated in this Registration Statement by reference:

            (1)   The Registrant's latest annual report filed
      pursuant to Sections 13(a) or 15(d) of the Securities Exchange
      Act of 1934, as amended (the "Exchange Act"), or the latest
      prospectus filed pursuant to Rule 424(b), or otherwise, under
      the Securities Act that contains audited financial statements
      for the registrant's latest fiscal year for which such
      statements have been filed.
      
            (2)   All other reports filed pursuant to Sections 13(a)
      or 15(d) of the Exchange Act since the end of the fiscal year
      covered by the document referred to in (1) above.
      
            (3)   The description of the common stock of the
      Registrant, $.01 par value per share (the "Common Stock"),
      contained in a Registration Statement filed under the Exchange
      Act, including any amendment or report 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 shares of common stock offered hereby have been sold or
which deregisters all shares of common stock then remaining unsold,
shall be deemed to be incorporated by reference herein and to be part
hereof from the date of the filing of such documents.

      Item 4.  Description of Securities
               -------------------------
            Not applicable.

                                   2
Item 5.  Interests of Named Experts and Counsel
               --------------------------------------

            Not applicable.

      Item 6.  Indemnification
               ---------------

            ARTICLE NINTH of the Company's Restated Certificate
            of Incorporation, as amended (the "Certificate"), sets
            forth the extent to which officers and directors of the
            Company may be indemnified against any liabilities which
            they may incur in their capacities as directors or
            officers of the Company.  The Certificate provides that
            the Company shall, to the fullest extent permitted by
            Section 145 of the General Corporation Law of the State
            of Delaware, indemnify any director or officer against
            any expenses, liabilities or other matters referred to in
            or covered by that Section.  The indemnification is not
            exclusive of any other rights to which the officers or
            directors may be entitled under any by-law, agreement or
            vote of stockholders or disinterested directors or
            otherwise, continues after such person has ceased to be a
            director or officer and inures to the benefit of such
            person's heirs, executors and administrators.  The
            indemnification provided by the Certificate specifically
            includes indemnification of all officers and directors
            who are deemed fiduciaries under any employee benefit
            plan and any action taken or omitted by such officer or
            director with respect to an employee benefit plan
            reasonably believed by such person to be in the interest
            of the participants and beneficiaries of the plan shall
            be deemed to be for a purpose which is not opposed to the
            best interests of the Company.
            
            The Company has a directors and officers liability policy
            that insures the Company's officers and directors against
            certain liabilities.
            
      Item 7.  Exemption from Registration Claimed
               -----------------------------------

            Not applicable.

      Item 8.  Exhibits
               --------

            The Exhibit Index immediately preceding the exhibits is
      incorporated herein by reference.

                                    3
Item 9.  Undertakings
               ------------

            1.    The Registrant hereby undertakes:

                  (a)   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;
      
                     (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 (i) and (ii) do not
      apply if the Registration Statement is on Form S-3 or Form S-8,
      and the information required to be included in a post-effective
      amendment by those paragraphs is contained in periodic reports
      filed by the Registrant pursuant to Section 13 or Section 15(d)
      of the Exchange Act that are incorporated by reference in the
      Registration Statement.
      
                  (b)   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.
      
                  (c)   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.
      
      2.  The 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 in the
initial bona fide offering thereof.

                                  4
3.  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 Securities and Exchange 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 securi
ties 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.

                              5
SIGNATURES

      Pursuant to the requirements of the Securities Act, 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 Marlboro,
Commonwealth of Massachusetts on the 26th
day of July, 1996.

                                          VIEWLOGIC SYSTEMS, INC.

                                      By:/s/ Alain J. Hanover
                                             ------------------------
                                             Alain J. Hanover
                                             Chairman of the Board of
                                             Directors and
                                             Chief Executive Officer

                          POWER OF ATTORNEY

      We, the undersigned officers and directors of Viewlogic
Systems, Inc. hereby severally constitute Alain J. Hanover, Ronald R.
Benanto and Peter T. Johnson, and each of them singly, our true and
lawful attorneys with full power to them, and each of them singly, to
sign for us and in our names in the capacities indicated below, the
Registration Statement on Form S-8 filed herewith and any and all
subsequent amendments to said Registration Statement, and generally
to do all such things in our names and behalf in our capacities as
officers and directors to enable Viewlogic Systems, Inc. to comply
with all requirements of the Securities and Exchange Commission,
hereby ratifying and confirming our signatures as they may be signed
by said attorneys, or any of them, to said Registration Statement and
any and all amendments thereto.

                                 6
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.

Signature                      Title
- ---------                      ------

/s/ Alain J. Hanover           Chief Executive Officer   )
Alain J. Hanover               and Chairman of the Board )
                               (principal executive      ) 
                                officer)                 )  
                                                         )
                                                         )
/s/ Ronald R. Benanto          Senior Vice President of  )
Ronald R. Benanto              Finance, Chief Financial  )
                               Officer and Treasurer     )
                               (principal financial and  )
                               accounting officer)       )
                                                         )
                                                         )
/s/ William J. Herman          President and Director    )
William J. Herman                                        )
                                                         )
                                                         )
                               Director                  )July 26, 1996
Stanley F. Alfeld                                        )
                                                         )
                                                         )
/s/ Gregory T. George          Director                  )
Gregory T. George                                        )
                                                         )
                                                         )
/s/ Gordon Hoffman             Director                  )
Gordon Hoffman                                           )
                                                         )
                                                         )
/s/ Larry E. Reeder            Director                  )
Larry E. Reeder                                          )
                                                         )
                                                         )
/s/ Gregory A. White           Director                  )
Gregory A. White                                         )
                                                         )
                                                         )
/s/ Allyn C. Woodward, Jr.     Director                  )
Allyn C. Woodward, Jr.                                   )

                               7
EXHIBIT INDEX

Exhibit
Number       Description                                         Page
- --------     ------------                                        -----

   5         Opinion of Hale and Dorr                            9
  23.1       Consent of Hale and Dorr (included in Exhibit 5)    9
  23.2       Consent of Deloitte & Touche LLP (Boston)           10
  25         Power of Attorney (see page 6 of this               6
               Registration Statement)
             

                               8