<PAGE>
                             Registration Statement No. 33-


               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549


                            FORM S-8

                     REGISTRATION STATEMENT

                             UNDER

                   THE SECURITIES ACT OF 1933


                   GILBERT ASSOCIATES, INC.               
     (Exact Name of Registrant as Specified in Its Charter)

                            Delaware           
                (State or Other Jurisdiction of
                 Incorporation or Organization)

                           23-2280922    
                        (I.R.S. Employer
                      Identification No.)

P.O. Box 1498, Reading, Pennsylvania 19603              19603   
 (Address of Principal Executive Offices)              (Zip Code)

            STOCK PURCHASE PROGRAM FOR EMPLOYEES OF
         GILBERT ASSOCIATES, INC. AND ITS SUBSIDIARIES
                    (Full title of the Plan)

                Thomas F. Hafer, Esq., Secretary
                    Gilbert Associates, Inc.
                         P.O. Box 1498
                  Reading, Pennsylvania 19603      
            (Name and Address of Agent For Service)

                        (610) 775-5900                        
 (Telephone Number, Including Area Code, of Agent For Service)

                            Copy to:

                   Douglas E. Davidson, Esq.
                  Berlack, Israels & Liberman
                      120 West 45th Street
                    New York, New York 10036
                         (212) 704-0100
<PAGE>
<TABLE>
<CAPTION>
                CALCULATION OF REGISTRATION FEE

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

<S>               <C>              <C>               <C>                  <C>
Class B           500,000          $15.00            $7,500,000           $2,586.21
Common Stock      shares

<FN>
<F1>
(1)   Used only for the purpose of calculating the amount of  the
   registration   fee.   Pursuant  to  Rule  457(c)   under   the
   Securities  Act of 1933, as amended ("1933 Act"),  based  upon
   the  average  of  the high and low prices for Class  A  Common
   Stock  of  the  registrant reported in the NASDAQ  System  for
   August 15, 1994.
</TABLE>
      In  addition, pursuant to Rule 416(c) under the  1933  Act,
this  registration statement also covers an indeterminate  amount
of  interests  to  be offered or sold pursuant  to  the  employee
benefit plan described herein.

                                2
<PAGE>

          The contents of the registrant's Registration Statement
on  Form S-8 (Registration No. 33-71242), are incorporated herein
by reference.
                            PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.   Exhibits.

          4(a)      Stock Purchase Program for Employees  of
                    Gilbert   Associates,   Inc.   and   Its
                    Subsidiaries, effective July 1,  1987  -
                    Incorporated  by  reference  to  Exhibit
                    4(iii),  Registration Statement on  Form
                    S-8 (Registration No. 33-37792).

          4(b)      Gilbert  Associates, Inc. Stock Purchase
                    Program  Trust, made as of  January  30,
                    1987  -  Incorporated  by  reference  to
                    Exhibit  28,  Registration Statement  on
                    Form S-8 (Registration No. 33-37792).

          4(b)(1)   Amendment,  dated January  1,  1991,  to
                    Gilbert  Associates, Inc. Stock Purchase
                    Program   Trust   -   Incorporated    by
                    reference     to    Exhibit     4(b)(1),
                    Registration  Statement  on   Form   S-8
                    (Registration No. 33-71242)

          4(c)      Restated Certificate of Incorporation of
                    Gilbert  Associates, Inc. - Incorporated
                    by  reference to Exhibit 3(a) to  Annual
                    Report on Form 10-K for the fiscal  year
                    ended December 29, 1989 (SEC File No. 0-
                    12588).

          4(d)      By-Laws of Gilbert Associates, Inc.,  as
                    amended  - Incorporated by reference  to
                    Exhibit 3(b), Registration Statement  on
                    Form S-8 (Registration No. 2-91939).

          23        Consent of Coopers & Lybrand L.L.P.

          24        Power  of  Attorney -  Included  in  the
                    signature   page  of  this  Registration
                    Statement.

           The  Exhibits listed above which have heretofore  been
filed  with the Securities and Exchange Commission and which  are
designated   in   prior  filings  as  noted  above   are   hereby
incorporated  by reference and made a part hereof with  the  same
effect as if filed herewith.

           The  registrant undertakes that it will submit or  has
submitted  the  Plan and any amendments thereto to  the  Internal
Revenue  Service (the "IRS") in a timely manner and has  made  or
will make all changes required by the IRS in order to qualify the
Plan.
                               3
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 5527}]
{"company-data": {"conformed-name": "GILBERT ASSOCIATES INC/NEW", "cik": "0000740763", "assigned-sic": "8711", "irs-number": "232280922", "state-of-incorporation": "DE", "fiscal-year-end": "1228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-55139", "film-number": "94544943"}, "business-address": {"street1": "P.O. BOX 1498", "city": "READING", "state": "PA", "zip": "19603", "phone": "(610) 775-5900"}, "mail-address": {"street1": "P.O. BOX 1498", "city": "READING", "state": "PA", "zip": "19603"}, "former-company": {"former-conformed-name": "GC HOLDINGS INC", "date-changed": "19840618"}}
Registration Statement No. 33-

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                            FORM S-8

                     REGISTRATION STATEMENT

                             UNDER

                   THE SECURITIES ACT OF 1933

                   GILBERT ASSOCIATES, INC.               
     (Exact Name of Registrant as Specified in Its Charter)

                            Delaware           
                (State or Other Jurisdiction of
                 Incorporation or Organization)

                           23-2280922    
                        (I.R.S. Employer
                      Identification No.)

P.O. Box 1498, Reading, Pennsylvania 19603              19603   
 (Address of Principal Executive Offices)              (Zip Code)

            STOCK PURCHASE PROGRAM FOR EMPLOYEES OF
         GILBERT ASSOCIATES, INC. AND ITS SUBSIDIARIES
                    (Full title of the Plan)

                Thomas F. Hafer, Esq., Secretary
                    Gilbert Associates, Inc.
                         P.O. Box 1498
                  Reading, Pennsylvania 19603      
            (Name and Address of Agent For Service)

                        (610) 775-5900                        
 (Telephone Number, Including Area Code, of Agent For Service)

                            Copy to:

                   Douglas E. Davidson, Esq.
                  Berlack, Israels & Liberman
                      120 West 45th Street
                    New York, New York 10036
                         (212) 704-0100
CALCULATION OF REGISTRATION FEE

Title  of                          Proposed Maximum  Proposed Maximum    Amount of
Securities to     Amount to        Offering Price    Aggregate           Registration 
be Registered     be Registered    Per Share(1)      Offering Price(1)   Fee
- -------------     -------------    ----------------  -----------------   ----------
Class B           500,000          $15.00            $7,500,000           $2,586.21
Common Stock      shares
(1)   Used only for the purpose of calculating the amount of  the
   registration   fee.   Pursuant  to  Rule  457(c)   under   the
   Securities  Act of 1933, as amended ("1933 Act"),  based  upon
   the  average  of  the high and low prices for Class  A  Common
   Stock  of  the  registrant reported in the NASDAQ  System  for
   August 15, 1994.
In  addition, pursuant to Rule 416(c) under the  1933  Act,
this  registration statement also covers an indeterminate  amount
of  interests  to  be offered or sold pursuant  to  the  employee
benefit plan described herein.

                                2
The contents of the registrant's Registration Statement
on  Form S-8 (Registration No. 33-71242), are incorporated herein
by reference.
                            PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.   Exhibits.

          4(a)      Stock Purchase Program for Employees  of
                    Gilbert   Associates,   Inc.   and   Its
                    Subsidiaries, effective July 1,  1987  -
                    Incorporated  by  reference  to  Exhibit
                    4(iii),  Registration Statement on  Form
                    S-8 (Registration No. 33-37792).

          4(b)      Gilbert  Associates, Inc. Stock Purchase
                    Program  Trust, made as of  January  30,
                    1987  -  Incorporated  by  reference  to
                    Exhibit  28,  Registration Statement  on
                    Form S-8 (Registration No. 33-37792).

          4(b)(1)   Amendment,  dated January  1,  1991,  to
                    Gilbert  Associates, Inc. Stock Purchase
                    Program   Trust   -   Incorporated    by
                    reference     to    Exhibit     4(b)(1),
                    Registration  Statement  on   Form   S-8
                    (Registration No. 33-71242)

          4(c)      Restated Certificate of Incorporation of
                    Gilbert  Associates, Inc. - Incorporated
                    by  reference to Exhibit 3(a) to  Annual
                    Report on Form 10-K for the fiscal  year
                    ended December 29, 1989 (SEC File No. 0-
                    12588).

          4(d)      By-Laws of Gilbert Associates, Inc.,  as
                    amended  - Incorporated by reference  to
                    Exhibit 3(b), Registration Statement  on
                    Form S-8 (Registration No. 2-91939).

          23        Consent of Coopers & Lybrand L.L.P.

          24        Power  of  Attorney -  Included  in  the
                    signature   page  of  this  Registration
                    Statement.

           The  Exhibits listed above which have heretofore  been
filed  with the Securities and Exchange Commission and which  are
designated   in   prior  filings  as  noted  above   are   hereby
incorporated  by reference and made a part hereof with  the  same
effect as if filed herewith.

           The  registrant undertakes that it will submit or  has
submitted  the  Plan and any amendments thereto to  the  Internal
Revenue  Service (the "IRS") in a timely manner and has  made  or
will make all changes required by the IRS in order to qualify the
Plan.
                               3