<PAGE>
                                              Registration No. 33-


                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549
                         -----------------------
                                 FORM S-8

                          REGISTRATION STATEMENT
                                  Under
                        The Securities Act of 1933

                        Control Data Systems, Inc.
          (Exact Name of Registrant as Specified in its Charter)
                        --------------------------
        Delaware                                           41-1718075
 (State or Other Juris-                                 (I.R.S. Employer
diction of Incorporation                             Identification Number)
   or Organization)

                       4201 Lexington Avenue North
                    Arden Hills, Minnesota  55126-6198
           (Address of Principal Executive Office and Zip Code)
                    ----------------------------------

           Control Data Systems, Inc. Personal Investment Plan
                         (Full Title of the Plan)


                              Ralph W. Beha
                      General Counsel and Secretary
                        Control Data Systems, Inc.
                       4201 Lexington Avenue North
                    Arden Hills, Minnesota  55126-6198
                              (612) 482-2401
  (Name, Address and Telephone Number, Including Area Code, of Agent for
                                 Service)

                                Copies to:
                             David C. Grorud
                         Fredrikson & Byron, P.A.
                        1100 International Centre
                      Minneapolis, Minnesota  55402
                      -----------------------------

                     CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------
                                                Proposed          
                                  Proposed       Maximum           
  Title of                        Maximum       Aggregate      Amount of
Securities to  Amount to be    Offering Price    Offering    Registration
be Registered  Registered(1)    Per Share(2)    Price (2)         Fee
---------------------------------------------------------------------------

Common Stock                                                       
to be issued                                                       
 pursuant to                                                       
  the Plan     250,000 shares     $17.3125      $4,328,125     $1,492.46
 
(1)  In  addition, pursuant to Rule 416 under the Securities Act  of  1933,
     this  Registration  Statement also covers an indeterminate  amount  of
     interests to be offered or sold pursuant to the employee benefit  plan
     described  herein  and  any  additional securities  which  may  become
     issuable pursuant to anti-dilution provisions of the plan.

(2)  Estimated   pursuant  to  Rule  457(h)  solely  for  the  purpose   of
     calculating  the registration fee and based upon the  average  of  the
     high  and  low prices of the Registrant's Common Stock on February  5,
     1996  (a  date within five business days prior to the date  of  filing
     this Registration Statement).
---------------------------------------------------------------------------
<PAGE>

      The  purpose of this Registration Statement is to register additional
shares  for issuance under the Registrant's Personal Investment Plan.   The
contents  of the Registrant's Registration Statement on Form S-8, Reg.  No.
33-49027, are incorporated herein by reference.



                                SIGNATURES

     The Registrant.  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  Arden  Hills  and
State of Minnesota, on the 7th day of February, 1996.


                              CONTROL DATA SYSTEMS, INC.
                              (the "Registrant")



                              By  /s/ JAMES E. OUSLEY
                                      James E. Ousley, President
                                       and Chief Executive Officer



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



                           (Power of Attorney)

      Each of the undersigned constitutes and appoints James E. Ousley  and
Joseph  F.  Killoran his true and lawful attorney-in-fact and  agent,  each
acting alone, with full powers of substitution and resubstitution, for  him
and  in  his name, place and stead, in any and all capacities, to sign  the
Form  S-8 Registration Statement of Control Data Systems, Inc. relating  to
the  Company's  Personal  Investment Plan and  any  or  all  amendments  or
post-effective  amendments to the Form S-8 Registration Statement,  and  to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto  said
attorneys-in-fact and agents, each acting alone, 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
the undersigned might or could do in person, hereby ratifying and

<PAGE>

confirming  all that said attorneys-in-fact and agents, each acting  alone,
or  their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

     Signature                Title                         Date

/s/ JAMES E. OUSLEY      President, Chief Executive    January 31, 1996
    James E. Ousley      Officer and Director
                         (principal executive officer)

/s/ JOSEPH F. KILLORAN   Vice President and Chief      January 31, 1996
    Joseph F. Killoran   Financial Officer
                         (principal financial and
                          accounting officer)

/s/ W. DONALD BELL       Director                      January 31, 1996
    W. Donald Bell

/s/ GRANT A. DOVE        Director                      January 31, 1996
    Grant A. Dove

/s/ MARCELO A. GUMUCIO   Director                      January 31, 1996
    Marcelo A. Gumucio

/s/ DOUGLAS HAJJAR       Director                      January 31, 1996
    W. Douglas Hajjar

/s/ KEITH A. LIBBEY      Director                      January 31, 1996
    Keith A. Libbey

     The Plan.  Pursuant to the requirements of the Securities Act of 1933,
the  trustees  (or other persons who administer the employee benefit  plan)
have duly caused this registration statement to be signed on its behalf  by
the  undersigned, thereunto duly authorized, in the City  of  Arden  Hills,
State of Minnesota, on February 7, 1996.


                              CONTROL DATA SYSTEMS, INC.
                              PERSONAL INVESTMENT PLAN


                              By /s/ WILLIAM B. COCHRAN
                                     Member of the Retirement Committee

<PAGE>

                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549





                        CONTROL DATA SYSTEMS, INC.


                     Form S-8 Registration Statement



                         E X H I B I T  I N D E X


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

  5      Opinion and Consent of Counsel re securities under the Plan
 23.1    Consent of counsel (see Exhibit 5)
 23.2    Consent of independent accountants
 24      Power of attorney (see Signature Page)

<PAGE>

                                EXHIBIT 5




February 7, 1996



Control Data Systems, Inc.
4201 Lexington Avenue North
Arden Hills, Minnesota  55126-6198

     Re:  Registration Statement on Form S-8

Ladies/Gentlemen:

      We are acting as corporate counsel to Control Data Systems, Inc. (the
"Company")  in connection with the original registration by the Company  on
Form  S-8 (the "Registration Statement") under the Securities Act of  1933,
as  amended  (the "Act") of 250,000 shares (the "Shares") of  Common  Stock
issuable pursuant to the Company's Personal Investment Plan (the "Plan").

      In  acting  as  such counsel and for the purpose  of  rendering  this
opinion,  we have reviewed copies of the following, as presented to  us  by
the Company:

      1.   The Company's Certificate of Incorporation, as amended.

      2.   The Company's Bylaws, as amended.

      3.   Certain   corporate   resolutions   adopted  by  the  Board   of
           Directors of the Company pertaining to the adoption of the Plan.

      4.   The Plan.

      5.   The Registration Statement.

      Based on, and subject to, the foregoing and upon representations  and
information provided by the Company or its officers or directors, it is our
opinion as of this date that:

      1.   The Shares are validly  authorized by  the Company's Certificate
           of Incorporation, as amended.

      2.   Upon  issuance  and  delivery  of  the Shares  pursuant  to  the 
           terms of the Plan, the Shares will be validly issued, fully paid
           and nonassessable.

<PAGE>

Control Data Systems, Inc.
February 7, 1996




      We  hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                   Very truly yours,

                                   FREDRIKSON & BYRON, P.A.



                                   By  /s/ DAVID C. GRORUD
                                           David C. Grorud

<PAGE>

                                EXHIBIT 23



     We consent to incorporation by reference in the Registration Statement
on  Form S-8 of Control Data Systems, Inc. of our report dated January  26,
1995, except as to note 9 which is as of February 14, 1995, relating to the
consolidated balance sheets of Control Data Systems, Inc.  and subsidiaries
as   of   December  31, 1994   and   January  1,  1994,  and  the   related
consolidated statements of operations, stockholders' equity and cash  flows
for  each  of the years in the three-year period ended December  31,  1994,
which report appears in the 1994 Annual Report on Form 10-K of Control Data
Systems, Inc.



                                   /s/  KPMG PEAT MARWICK LLP



Minneapolis, Minnesota
February 7, 1996
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 10772}]
{"company-data": {"conformed-name": "CONTROL DATA SYSTEMS INC", "cik": "0000887309", "assigned-sic": "7373", "irs-number": "411718075", "state-of-incorporation": "DE", "fiscal-year-end": "0101"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-00773", "film-number": "96512625"}, "business-address": {"street1": "4201 LEXINGTON AVE NORTH", "city": "ARDEN HILLS", "state": "MN", "zip": "55126", "phone": "6124822100"}, "mail-address": {"street1": "4201 LEXINGTON AVE NORTH", "street2": "4201 LEXINGTON AVE NORTH", "city": "ARDEN HILLS", "state": "MN", "zip": "55126-6198"}}
Registration No. 33-

                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549
                         -----------------------
                                 FORM S-8

                          REGISTRATION STATEMENT
                                  Under
                        The Securities Act of 1933

                        Control Data Systems, Inc.
          (Exact Name of Registrant as Specified in its Charter)
                        --------------------------
        Delaware                                           41-1718075
 (State or Other Juris-                                 (I.R.S. Employer
diction of Incorporation                             Identification Number)
   or Organization)

                       4201 Lexington Avenue North
                    Arden Hills, Minnesota  55126-6198
           (Address of Principal Executive Office and Zip Code)
                    ----------------------------------

           Control Data Systems, Inc. Personal Investment Plan
                         (Full Title of the Plan)

                              Ralph W. Beha
                      General Counsel and Secretary
                        Control Data Systems, Inc.
                       4201 Lexington Avenue North
                    Arden Hills, Minnesota  55126-6198
                              (612) 482-2401
  (Name, Address and Telephone Number, Including Area Code, of Agent for
                                 Service)

                                Copies to:
                             David C. Grorud
                         Fredrikson & Byron, P.A.
                        1100 International Centre
                      Minneapolis, Minnesota  55402
                      -----------------------------

                     CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------
                                                Proposed          
                                  Proposed       Maximum           
  Title of                        Maximum       Aggregate      Amount of
Securities to  Amount to be    Offering Price    Offering    Registration
be Registered  Registered(1)    Per Share(2)    Price (2)         Fee
---------------------------------------------------------------------------

Common Stock                                                       
to be issued                                                       
 pursuant to                                                       
  the Plan     250,000 shares     $17.3125      $4,328,125     $1,492.46
 
(1)  In  addition, pursuant to Rule 416 under the Securities Act  of  1933,
     this  Registration  Statement also covers an indeterminate  amount  of
     interests to be offered or sold pursuant to the employee benefit  plan
     described  herein  and  any  additional securities  which  may  become
     issuable pursuant to anti-dilution provisions of the plan.

(2)  Estimated   pursuant  to  Rule  457(h)  solely  for  the  purpose   of
     calculating  the registration fee and based upon the  average  of  the
     high  and  low prices of the Registrant's Common Stock on February  5,
     1996  (a  date within five business days prior to the date  of  filing
     this Registration Statement).
---------------------------------------------------------------------------
The  purpose of this Registration Statement is to register additional
shares  for issuance under the Registrant's Personal Investment Plan.   The
contents  of the Registrant's Registration Statement on Form S-8, Reg.  No.
33-49027, are incorporated herein by reference.

                                SIGNATURES

     The Registrant.  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  Arden  Hills  and
State of Minnesota, on the 7th day of February, 1996.

                              CONTROL DATA SYSTEMS, INC.
                              (the "Registrant")

                              By  /s/ JAMES E. OUSLEY
                                      James E. Ousley, President
                                       and Chief Executive Officer

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

                           (Power of Attorney)

      Each of the undersigned constitutes and appoints James E. Ousley  and
Joseph  F.  Killoran his true and lawful attorney-in-fact and  agent,  each
acting alone, with full powers of substitution and resubstitution, for  him
and  in  his name, place and stead, in any and all capacities, to sign  the
Form  S-8 Registration Statement of Control Data Systems, Inc. relating  to
the  Company's  Personal  Investment Plan and  any  or  all  amendments  or
post-effective  amendments to the Form S-8 Registration Statement,  and  to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto  said
attorneys-in-fact and agents, each acting alone, 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
the undersigned might or could do in person, hereby ratifying and
confirming  all that said attorneys-in-fact and agents, each acting  alone,
or  their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

     Signature                Title                         Date

/s/ JAMES E. OUSLEY      President, Chief Executive    January 31, 1996
    James E. Ousley      Officer and Director
                         (principal executive officer)

/s/ JOSEPH F. KILLORAN   Vice President and Chief      January 31, 1996
    Joseph F. Killoran   Financial Officer
                         (principal financial and
                          accounting officer)

/s/ W. DONALD BELL       Director                      January 31, 1996
    W. Donald Bell

/s/ GRANT A. DOVE        Director                      January 31, 1996
    Grant A. Dove

/s/ MARCELO A. GUMUCIO   Director                      January 31, 1996
    Marcelo A. Gumucio

/s/ DOUGLAS HAJJAR       Director                      January 31, 1996
    W. Douglas Hajjar

/s/ KEITH A. LIBBEY      Director                      January 31, 1996
    Keith A. Libbey

     The Plan.  Pursuant to the requirements of the Securities Act of 1933,
the  trustees  (or other persons who administer the employee benefit  plan)
have duly caused this registration statement to be signed on its behalf  by
the  undersigned, thereunto duly authorized, in the City  of  Arden  Hills,
State of Minnesota, on February 7, 1996.

                              CONTROL DATA SYSTEMS, INC.
                              PERSONAL INVESTMENT PLAN

                              By /s/ WILLIAM B. COCHRAN
                                     Member of the Retirement Committee
SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                        CONTROL DATA SYSTEMS, INC.

                     Form S-8 Registration Statement

                         E X H I B I T  I N D E X

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

  5      Opinion and Consent of Counsel re securities under the Plan
 23.1    Consent of counsel (see Exhibit 5)
 23.2    Consent of independent accountants
 24      Power of attorney (see Signature Page)
EXHIBIT 5

February 7, 1996

Control Data Systems, Inc.
4201 Lexington Avenue North
Arden Hills, Minnesota  55126-6198

     Re:  Registration Statement on Form S-8

Ladies/Gentlemen:

      We are acting as corporate counsel to Control Data Systems, Inc. (the
"Company")  in connection with the original registration by the Company  on
Form  S-8 (the "Registration Statement") under the Securities Act of  1933,
as  amended  (the "Act") of 250,000 shares (the "Shares") of  Common  Stock
issuable pursuant to the Company's Personal Investment Plan (the "Plan").

      In  acting  as  such counsel and for the purpose  of  rendering  this
opinion,  we have reviewed copies of the following, as presented to  us  by
the Company:

      1.   The Company's Certificate of Incorporation, as amended.

      2.   The Company's Bylaws, as amended.

      3.   Certain   corporate   resolutions   adopted  by  the  Board   of
           Directors of the Company pertaining to the adoption of the Plan.

      4.   The Plan.

      5.   The Registration Statement.

      Based on, and subject to, the foregoing and upon representations  and
information provided by the Company or its officers or directors, it is our
opinion as of this date that:

      1.   The Shares are validly  authorized by  the Company's Certificate
           of Incorporation, as amended.

      2.   Upon  issuance  and  delivery  of  the Shares  pursuant  to  the 
           terms of the Plan, the Shares will be validly issued, fully paid
           and nonassessable.
Control Data Systems, Inc.
February 7, 1996

      We  hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                   Very truly yours,

                                   FREDRIKSON & BYRON, P.A.

                                   By  /s/ DAVID C. GRORUD
                                           David C. Grorud
EXHIBIT 23

     We consent to incorporation by reference in the Registration Statement
on  Form S-8 of Control Data Systems, Inc. of our report dated January  26,
1995, except as to note 9 which is as of February 14, 1995, relating to the
consolidated balance sheets of Control Data Systems, Inc.  and subsidiaries
as   of   December  31, 1994   and   January  1,  1994,  and  the   related
consolidated statements of operations, stockholders' equity and cash  flows
for  each  of the years in the three-year period ended December  31,  1994,
which report appears in the 1994 Annual Report on Form 10-K of Control Data
Systems, Inc.

                                   /s/  KPMG PEAT MARWICK LLP

Minneapolis, Minnesota
February 7, 1996