<PAGE>


      As filed with the Securities and Exchange Commission on October 12, 1995

                                      Registration No. 33  _______________     
                                                                                
                  SECURITIES AND EXCHANGE COMMISSION
                                                 Washington, D.C. 20549
                                                                               
                               FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                                              
                       C.I.S. TECHNOLOGIES, INC.
         (Exact name of registrant as specified in its charter)                


              Delaware                                  73-1199382
   (State or other jurisdiction of        (I.R.S. Employer Identification No.)
    Incorporation or organization)                                       

                                                            
                                C.I.S. Technologies, Inc.
                          HCC Management Stock Option Plan
                               (Full title of the Plan)
                                                                           
                                   Philip D. Kurtz
                   Chairman of the Board and Chief Executive Officer
                               6100 South Yale, Suite 1900
                                 Tulsa, Oklahoma  74136
                                       (918) 496-2451
                  (Name, address, including zip code, and telephone number
                        including area code of agent for service)

                                        Copies To:
                                    Thomas G. Noulles
                             Pray, Walker, Jackman, Williamson
                                         & Marlar
                                     900 ONEOK Plaza
                                  Tulsa, Oklahoma  74103
                                  _______________________

<TABLE>
<CAPTION>
                               CALCULATION OF REGISTRATION FEE

                                            Proposed    Proposed
                                            maximum     maximum
        Title of each           Amount      offering    aggregate  Amount of
     class of securities        to be       price per   offering   registration
      to be registered        registered    share(1)    price(1)        fee


<C>                           <C>               <C>      <C>            <C>
Common Stock, $.01 per share  450,000 shares    $4.00    $1,800,000.00  $620.69

</TABLE>
 (1)   Estimated solely for purposes of computing the registration fee pursuant
to Rule 457(c), upon the average of the high and low prices as reported on
NASDAQ on October 9, 1995.
                           _______________________________


       The  Registration  Statement  shall  become  effective  upon filing in
       accordance with Rule 462 under the Securities Act of 1933.
                                                                      
                                              Exhibit Index Appears on Page 5
                                 Page 1 of 8 Pages <PAGE>
 
<PAGE>

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

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*
    *  Information required by Part I of Form S-8 to be contained
    in the Section 10(a) prospectus is omitted from the
    Registration  Statement in accordance with Rule 428 under the
    Securities Act of 1933 and the first Note to Part I.

                                PART II

                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Certain Documents by Reference.

    The   following  documents  filed  by  the  Registrant  with  the
Securities  and  Exchange  Commission are incorporated by reference in
this Registration Statement:

    (1) The  Registrant's  Annual  Report on Form 10-K for the fiscal
year  ended  December  31,  1994,  as  filed  with  the Securities and
Exchange Commission on April 14, 1995.

    (2) The  Registrant's  Quarterly  Reports  on  Form  10-Q for the
periods  ending  March  31,  1995 and June 30, 1995, as filed with the
Securities  and  Exchange  Commission  on  May 10, 1995 and August 14,
1995,  respectively, and the amendment to the March 31, 1995 Form 10-Q
as filed on Form 10-Q/A on May 16, 1995.

    (3) The  Registrant's  Current  Reports on Form 8-K as filed with
the  Securities  and  Exchange Commission on May 19, 1995 and June 15,
1995, and Form 8-K/A filed on August 14, 1995.

    (4) The  Registrant's  Form 10-C as filed with the Securities and
Exchange Commission on August 19, 1995.

    (5) The description of the Registrant's Common Stock contained in
Registrant's  Registration  Statement  on  Form  10, as filed with the
Securities  and  Exchange  Commission  on  March  5, 1987, pursuant to
Section 12(g)  of  the  1934  Act,  including  any  amendment to such
registration  statement  or  report  filed  under the 1934 Act for the
purpose of updating such description.

    In  addition,  all  documents  subsequently  filed  by Registrant
pursuant  to  Sections  13(a),  13(c),  14 and 15(d) of the Securities
Exchange  Act  of  1934,  prior  to  the  filing  of  a post-effective
amendment which  indicates that all securities offered have been sold
or  which  deregisters  all 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 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  Bylaws  of  the Registrant provide that the Registrant shall
indemnify  its  officers and directors to the fullest extent permitted by
applicable  law.   Section 145 of the Delaware General Corporation
Law  (the "DGCL") provides, in general, that each director and officer
of  a  corporation  may  be  indemnified  against  expenses (including
attorneys'  fees,  judgments,  fines  and  amounts paid in settlement)
actually  and  reasonably  incurred  in connection with the defense or
settlement  of  any threatened, pending or completed legal proceedings in
which he or she is involved by reason of the fact that he or she is
or  was a director or officer, if he or she acted in good faith and in
a  manner  that he or she reasonably believed to be in, or not opposed
to,  the  best  interests of the corporation, and, with respect to any
criminal action or proceeding, if he or she had no reasonable cause to
believe  that  his  conduct  was  unlawful.   If the legal proceeding,
however,  is  by  or  in the right of the corporation, the director or
officer  may  not  be  indemnified  in  respect of any claim, issue or
matter  as to which he or she shall have been adjudged to be liable to
the  corporation  except  to  the extent the court in which such legal
proceeding was brought determines such person is fairly and reasonably
entitled to indemnity.

                                              Exhibit Index Appears on Page 5
                               Page 2 of 8 Pages <PAGE>
 

<PAGE>
    As   permitted  by  Section  102  of  DGCL,  the  Certificate  of
Incorporation  of  the  Registrant  provides  that  no director of the
Registrant  shall  be  personally  liable  to  the  corporation or its
stockholders  for monetary damages for breach of his fiduciary duty as
a  director, provided, however, that such provision shall not apply to
any liability of a director (1) for any breach of a director's duty of
loyalty  to  the  Registrant  or  its  stockholders,  (2)  for acts or
omissions that are not in good faith or involve intentional misconduct
or  a knowing violation of the law, (3) under Section 174 of the DGCL,
or (4) for any transaction from which the director derived an improper
personal benefit.

Item 7. Exemption from Registration Claimed.

    Not applicable.

Item 8. Exhibits.

    See Index to Exhibits at page 5 hereof.

Item 9. Undertakings.

    (a) 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 (a)(1)(i) and (a)(1)(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  Securities  Exchange  Act  of  1934  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.

    (b) The  undersigned  Registrant  hereby further undertakes that,
for  purposes of determining any liability under the Securities Act of
1933,  each  filing  of  the  Registrant's  annual  report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
that  is incorporated by reference in the Registration Statement shall
be  deemed  to  be  a  new  Registration  Statement  relating  to  the
securities  offered  therein,  and  the offering of such securities at that
time  shall  be  deemed  to  be  the  initial bona fide offering
thereof.

    (c) Insofar  as indemnification for liabilities arising under the
Securities  Act  of  1933  may be permitted to directors, officers and
controlling  persons  of  the  Registrant  pursuant  to  the foregoing
provisions,  or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is  against  public  policy as expressed in the Act and is, therefore,
unenforceable.   In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred  or  paid by a director, officer or controlling person of the
Registrant  in  the  successful  defense  of  any  action,  suit  or
proceeding)  is  asserted  by  such  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
b e en  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.

                                              Exhibit Index Appears on Page 5
                           Page 3 of 8 Pages <PAGE>
 
<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 Tulsa, State of
Oklahoma, on October 12, 1995.

                                  C.I.S. TECHNOLOGIES, INC.

                                  By   /s/ Philip D. Kurtz
                                       ----------------------------
                                       Philip D. Kurtz
                                       Chairman of the Board
                                       and Chief Executive Officer

By: /s/ Rebecca L. Speight        By   /s/ James L. Hersma          
- --------------------------------       -----------------------------
    Rebecca L. Speight                 James L. Hersma
    Principal Accounting Officer       President and Chief Operating
                                       Officer

                           POWER OF ATTORNEY

    KNOW  ALL MEN BY THESE PRESENTS, that each person whose signature appears
below  constitutes  and appoints Philip D. Kurtz and James L.
Hersma,  and  each  of them, his true and lawful attorneys-in-fact and
agents,  each  with full power of substitution and resubstitution, 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,  and  to  file  the same, with exhibits
thereto   and  other  documents  in  connection  therewith,  with  the
Securities  and  Exchange  Commission granting unto said attorneys-in-
fact  and agents, and each of them, full power and authority to do and
perform  each  and  every  act and thing requisite and necessary to be done,
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 his substitute or substitutes, may do or cause to be
done by virtue hereof.

    Pursuant  to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
<TABLE>
<CAPTION>
Signatures                   Title                    Date


<S>                          <C>                     <C>
/s/ Philip D. Kurtz          Chairman of the Board   October 12, 1995
- ---------------------         and Chief Executive    ----------------
Philip D. Kurtz               Officer and Director

/s/ James L. Hersma          President and Chief     October 12, 1995
- ---------------------         Operating Officer      ----------------
James L. Hersma               and Director

/s/ John D. Platt            Director                October 12, 1995
- ---------------------                                ----------------
John D. Platt

/s/ Dennis D. Pointer        Director                October 12, 1995
- ---------------------                                ----------------
Dennis D. Pointer

/s/ Robert J. Simmons        Director                October 12, 1995
- ---------------------                                ----------------
Robert J. Simmons

/s/ N. Thomas Suitt          Director                October 12, 1995
- ---------------------                                ----------------
N. Thomas Suitt

</TABLE>


                                             Exhibit Index Appears on Page 5
                               Page 4 of 8 Pages <PAGE>
 
<PAGE>

                           INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number     Description                                          Page

  <S> <C>                                                       <C>
  4   Instruments  defining  the  rights  of  security  holders,
      including indentures.
           Not applicable.

  5   Opinion regarding legality.                               6


 15  Letter regarding unaudited interim financial information.
           Not applicable.

 23  Consent of experts and counsel.                            7-8


 24  Power of attorney.
           See Signature Page 5.

 27  Financial Data Schedule.
            Not applicable.

 28  Information  from  reports  furnished  to  state  insurance
     regulatory authorities.
           Not applicable.

 99  Additional exhibits.
           Not applicable.
</TABLE>

                                   Page 5 of 8 Pages <PAGE>
 


<PAGE>

                               EXHIBIT 5


                      Opinion Regarding Legality



                           October 12, 1995



C.I.S. Technologies, Inc.
Suite 1900
6100 South Yale
Tulsa, OK  74136

    Re: Registration Statement on Form S-8

Gentlemen:

As legal counsel to C.I.S. Technologies, Inc. (the "Company"), we have
reviewed the Company's Registration Statement on Form S-8, to be filed
with  the  Securities and Exchange Commission under the Securities Act
of  1933,  relating  to  450,000 shares of the Company's common stock,
$0.01 par value (the "Shares"), to be issued pursuant to the Company's
HCC Management Stock Option Plan (the "Plan").

In  this  connection,  we have examined and considered the original or
copies,  certified or otherwise identified to our satisfaction, of the
C o m p a ny's  certificate  of  incorporation,  as  amended,  bylaws,
resolutions of its board of directors, officer's certificates and such
other  documents  and  corporate records relating to the Company as we
deemed appropriate for the purposes of rendering this opinion.

Based  upon  the  foregoing,  it  is our opinion that the Shares to be
issued  to  participants  in  the  Plan  will,  when sold and paid for
pursuant  to  the terms of the Plan, be legally issued, fully paid and
non-assessable.
    
                           Very truly yours,

            /s/ Pray, Walker, Jackman, Williamson & Marlar
              PRAY, WALKER, JACKMAN, WILLIAMSON & MARLAR






                                             Exhibit Index Appears on Page 5
                                  Page 6 of 8 Pages <PAGE>
 

<PAGE>


                              EXHIBIT 23

                  Consent of Experts and Counsel -- 

                  Consent of Independent Accountants






    We  consent to the incorporation by reference in the registration
statement  of  CIS Technologies, Inc. on Form S-8 (File No. ______) of
our  report  dated February 7, 1995, on our audits of the consolidated
f i n ancial  statements  and  financial  statement  schedule  of  CIS
Technologies,  Inc.  as  of December 31, 1994 and 1993 and for each of
the three years in the period ended December 31, 1994, which report is
included in the Annual Report on Form 10-K.



                     /s/ Coopers & Lybrand L.L.P.
                       COOPERS & LYBRAND L.L.P.




Tulsa, Oklahoma
October 12, 1995





                                            Exhibit Index Appears on Page 5
                               Page 7 of 8 Pages <PAGE>
 

<PAGE>




                       Consent of Legal Counsel






                           October 12, 1995





C.I.S. Technologies, Inc.
Suite 1900
6100 South Yale
Tulsa, OK  74136

    Re: Registration Statement on Form S-8/HCC Management
       Stock Option Plan                                

Gentlemen:

    We  hereby  consent to the inclusion of our opinion as an exhibit
to the captioned Registration Statement.

                           Very truly yours,



            /s/ Pray, Walker, Jackman, Williamson & Marlar
              PRAY, WALKER, JACKMAN, WILLIAMSON & MARLAR






















                                            Exhibit Index Appears on Page 5
                                 Page 8 of 8 Pages <PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20091}]
{"company-data": {"conformed-name": "CIS TECHNOLOGIES INC", "cik": "0000806072", "assigned-sic": "7374", "irs-number": "731199382", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-63371", "film-number": "95580202"}, "business-address": {"street1": "6100 S YALE STE 1900", "street2": "ONE WARREN PL", "city": "TULSA", "state": "OK", "zip": "74136", "phone": "9184962451"}, "mail-address": {"street1": "6100 SOUTH YALE", "street2": "SUITE 1900", "city": "TULSA", "state": "OK", "zip": "74136"}}
As filed with the Securities and Exchange Commission on October 12, 1995

                                      Registration No. 33  _______________     
                                                                                
                  SECURITIES AND EXCHANGE COMMISSION
                                                 Washington, D.C. 20549
                                                                               
                               FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                                              
                       C.I.S. TECHNOLOGIES, INC.
         (Exact name of registrant as specified in its charter)                

              Delaware                                  73-1199382
   (State or other jurisdiction of        (I.R.S. Employer Identification No.)
    Incorporation or organization)                                       

                                                            
                                C.I.S. Technologies, Inc.
                          HCC Management Stock Option Plan
                               (Full title of the Plan)
                                                                           
                                   Philip D. Kurtz
                   Chairman of the Board and Chief Executive Officer
                               6100 South Yale, Suite 1900
                                 Tulsa, Oklahoma  74136
                                       (918) 496-2451
                  (Name, address, including zip code, and telephone number
                        including area code of agent for service)

                                        Copies To:
                                    Thomas G. Noulles
                             Pray, Walker, Jackman, Williamson
                                         & Marlar
                                     900 ONEOK Plaza
                                  Tulsa, Oklahoma  74103
                                  _______________________
CALCULATION OF REGISTRATION FEE

                                            Proposed    Proposed
                                            maximum     maximum
        Title of each           Amount      offering    aggregate  Amount of
     class of securities        to be       price per   offering   registration
      to be registered        registered    share(1)    price(1)        fee
Common Stock, $.01 per share  450,000 shares    $4.00    $1,800,000.00  $620.69
(1)   Estimated solely for purposes of computing the registration fee pursuant
to Rule 457(c), upon the average of the high and low prices as reported on
NASDAQ on October 9, 1995.
                           _______________________________

       The  Registration  Statement  shall  become  effective  upon filing in
       accordance with Rule 462 under the Securities Act of 1933.
                                                                      
                                              Exhibit Index Appears on Page 5
                                 Page 1 of 8 Pages
PART I
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*
    *  Information required by Part I of Form S-8 to be contained
    in the Section 10(a) prospectus is omitted from the
    Registration  Statement in accordance with Rule 428 under the
    Securities Act of 1933 and the first Note to Part I.

                                PART II

                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Certain Documents by Reference.

    The   following  documents  filed  by  the  Registrant  with  the
Securities  and  Exchange  Commission are incorporated by reference in
this Registration Statement:

    (1) The  Registrant's  Annual  Report on Form 10-K for the fiscal
year  ended  December  31,  1994,  as  filed  with  the Securities and
Exchange Commission on April 14, 1995.

    (2) The  Registrant's  Quarterly  Reports  on  Form  10-Q for the
periods  ending  March  31,  1995 and June 30, 1995, as filed with the
Securities  and  Exchange  Commission  on  May 10, 1995 and August 14,
1995,  respectively, and the amendment to the March 31, 1995 Form 10-Q
as filed on Form 10-Q/A on May 16, 1995.

    (3) The  Registrant's  Current  Reports on Form 8-K as filed with
the  Securities  and  Exchange Commission on May 19, 1995 and June 15,
1995, and Form 8-K/A filed on August 14, 1995.

    (4) The  Registrant's  Form 10-C as filed with the Securities and
Exchange Commission on August 19, 1995.

    (5) The description of the Registrant's Common Stock contained in
Registrant's  Registration  Statement  on  Form  10, as filed with the
Securities  and  Exchange  Commission  on  March  5, 1987, pursuant to
Section 12(g)  of  the  1934  Act,  including  any  amendment to such
registration  statement  or  report  filed  under the 1934 Act for the
purpose of updating such description.

    In  addition,  all  documents  subsequently  filed  by Registrant
pursuant  to  Sections  13(a),  13(c),  14 and 15(d) of the Securities
Exchange  Act  of  1934,  prior  to  the  filing  of  a post-effective
amendment which  indicates that all securities offered have been sold
or  which  deregisters  all 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 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  Bylaws  of  the Registrant provide that the Registrant shall
indemnify  its  officers and directors to the fullest extent permitted by
applicable  law.   Section 145 of the Delaware General Corporation
Law  (the "DGCL") provides, in general, that each director and officer
of  a  corporation  may  be  indemnified  against  expenses (including
attorneys'  fees,  judgments,  fines  and  amounts paid in settlement)
actually  and  reasonably  incurred  in connection with the defense or
settlement  of  any threatened, pending or completed legal proceedings in
which he or she is involved by reason of the fact that he or she is
or  was a director or officer, if he or she acted in good faith and in
a  manner  that he or she reasonably believed to be in, or not opposed
to,  the  best  interests of the corporation, and, with respect to any
criminal action or proceeding, if he or she had no reasonable cause to
believe  that  his  conduct  was  unlawful.   If the legal proceeding,
however,  is  by  or  in the right of the corporation, the director or
officer  may  not  be  indemnified  in  respect of any claim, issue or
matter  as to which he or she shall have been adjudged to be liable to
the  corporation  except  to  the extent the court in which such legal
proceeding was brought determines such person is fairly and reasonably
entitled to indemnity.

                                              Exhibit Index Appears on Page 5
                               Page 2 of 8 Pages
As   permitted  by  Section  102  of  DGCL,  the  Certificate  of
Incorporation  of  the  Registrant  provides  that  no director of the
Registrant  shall  be  personally  liable  to  the  corporation or its
stockholders  for monetary damages for breach of his fiduciary duty as
a  director, provided, however, that such provision shall not apply to
any liability of a director (1) for any breach of a director's duty of
loyalty  to  the  Registrant  or  its  stockholders,  (2)  for acts or
omissions that are not in good faith or involve intentional misconduct
or  a knowing violation of the law, (3) under Section 174 of the DGCL,
or (4) for any transaction from which the director derived an improper
personal benefit.

Item 7. Exemption from Registration Claimed.

    Not applicable.

Item 8. Exhibits.

    See Index to Exhibits at page 5 hereof.

Item 9. Undertakings.

    (a) 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 (a)(1)(i) and (a)(1)(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  Securities  Exchange  Act  of  1934  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.

    (b) The  undersigned  Registrant  hereby further undertakes that,
for  purposes of determining any liability under the Securities Act of
1933,  each  filing  of  the  Registrant's  annual  report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
that  is incorporated by reference in the Registration Statement shall
be  deemed  to  be  a  new  Registration  Statement  relating  to  the
securities  offered  therein,  and  the offering of such securities at that
time  shall  be  deemed  to  be  the  initial bona fide offering
thereof.

    (c) Insofar  as indemnification for liabilities arising under the
Securities  Act  of  1933  may be permitted to directors, officers and
controlling  persons  of  the  Registrant  pursuant  to  the foregoing
provisions,  or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is  against  public  policy as expressed in the Act and is, therefore,
unenforceable.   In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred  or  paid by a director, officer or controlling person of the
Registrant  in  the  successful  defense  of  any  action,  suit  or
proceeding)  is  asserted  by  such  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
b e en  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.

                                              Exhibit Index Appears on Page 5
                           Page 3 of 8 Pages
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 Tulsa, State of
Oklahoma, on October 12, 1995.

                                  C.I.S. TECHNOLOGIES, INC.

                                  By   /s/ Philip D. Kurtz
                                       ----------------------------
                                       Philip D. Kurtz
                                       Chairman of the Board
                                       and Chief Executive Officer

By: /s/ Rebecca L. Speight        By   /s/ James L. Hersma          
- --------------------------------       -----------------------------
    Rebecca L. Speight                 James L. Hersma
    Principal Accounting Officer       President and Chief Operating
                                       Officer

                           POWER OF ATTORNEY

    KNOW  ALL MEN BY THESE PRESENTS, that each person whose signature appears
below  constitutes  and appoints Philip D. Kurtz and James L.
Hersma,  and  each  of them, his true and lawful attorneys-in-fact and
agents,  each  with full power of substitution and resubstitution, 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,  and  to  file  the same, with exhibits
thereto   and  other  documents  in  connection  therewith,  with  the
Securities  and  Exchange  Commission granting unto said attorneys-in-
fact  and agents, and each of them, full power and authority to do and
perform  each  and  every  act and thing requisite and necessary to be done,
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 his substitute or 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:
Signatures                   Title                    Date
/s/ Philip D. Kurtz          Chairman of the Board   October 12, 1995
- ---------------------         and Chief Executive    ----------------
Philip D. Kurtz               Officer and Director

/s/ James L. Hersma          President and Chief     October 12, 1995
- ---------------------         Operating Officer      ----------------
James L. Hersma               and Director

/s/ John D. Platt            Director                October 12, 1995
- ---------------------                                ----------------
John D. Platt

/s/ Dennis D. Pointer        Director                October 12, 1995
- ---------------------                                ----------------
Dennis D. Pointer

/s/ Robert J. Simmons        Director                October 12, 1995
- ---------------------                                ----------------
Robert J. Simmons

/s/ N. Thomas Suitt          Director                October 12, 1995
- ---------------------                                ----------------
N. Thomas Suitt
Exhibit Index Appears on Page 5
                               Page 4 of 8 Pages
INDEX TO EXHIBITS
Exhibit
Number     Description                                          Page
4   Instruments  defining  the  rights  of  security  holders,
      including indentures.
           Not applicable.

  5   Opinion regarding legality.                               6

 15  Letter regarding unaudited interim financial information.
           Not applicable.

 23  Consent of experts and counsel.                            7-8

 24  Power of attorney.
           See Signature Page 5.

 27  Financial Data Schedule.
            Not applicable.

 28  Information  from  reports  furnished  to  state  insurance
     regulatory authorities.
           Not applicable.

 99  Additional exhibits.
           Not applicable.
Page 5 of 8 Pages
EXHIBIT 5

                      Opinion Regarding Legality

                           October 12, 1995

C.I.S. Technologies, Inc.
Suite 1900
6100 South Yale
Tulsa, OK  74136

    Re: Registration Statement on Form S-8

Gentlemen:

As legal counsel to C.I.S. Technologies, Inc. (the "Company"), we have
reviewed the Company's Registration Statement on Form S-8, to be filed
with  the  Securities and Exchange Commission under the Securities Act
of  1933,  relating  to  450,000 shares of the Company's common stock,
$0.01 par value (the "Shares"), to be issued pursuant to the Company's
HCC Management Stock Option Plan (the "Plan").

In  this  connection,  we have examined and considered the original or
copies,  certified or otherwise identified to our satisfaction, of the
C o m p a ny's  certificate  of  incorporation,  as  amended,  bylaws,
resolutions of its board of directors, officer's certificates and such
other  documents  and  corporate records relating to the Company as we
deemed appropriate for the purposes of rendering this opinion.

Based  upon  the  foregoing,  it  is our opinion that the Shares to be
issued  to  participants  in  the  Plan  will,  when sold and paid for
pursuant  to  the terms of the Plan, be legally issued, fully paid and
non-assessable.
    
                           Very truly yours,

            /s/ Pray, Walker, Jackman, Williamson & Marlar
              PRAY, WALKER, JACKMAN, WILLIAMSON & MARLAR

                                             Exhibit Index Appears on Page 5
                                  Page 6 of 8 Pages
EXHIBIT 23

                  Consent of Experts and Counsel -- 

                  Consent of Independent Accountants

    We  consent to the incorporation by reference in the registration
statement  of  CIS Technologies, Inc. on Form S-8 (File No. ______) of
our  report  dated February 7, 1995, on our audits of the consolidated
f i n ancial  statements  and  financial  statement  schedule  of  CIS
Technologies,  Inc.  as  of December 31, 1994 and 1993 and for each of
the three years in the period ended December 31, 1994, which report is
included in the Annual Report on Form 10-K.

                     /s/ Coopers & Lybrand L.L.P.
                       COOPERS & LYBRAND L.L.P.

Tulsa, Oklahoma
October 12, 1995

                                            Exhibit Index Appears on Page 5
                               Page 7 of 8 Pages
Consent of Legal Counsel

                           October 12, 1995

C.I.S. Technologies, Inc.
Suite 1900
6100 South Yale
Tulsa, OK  74136

    Re: Registration Statement on Form S-8/HCC Management
       Stock Option Plan                                

Gentlemen:

    We  hereby  consent to the inclusion of our opinion as an exhibit
to the captioned Registration Statement.

                           Very truly yours,

            /s/ Pray, Walker, Jackman, Williamson & Marlar
              PRAY, WALKER, JACKMAN, WILLIAMSON & MARLAR

                                            Exhibit Index Appears on Page 5
                                 Page 8 of 8 Pages